Lilac shaded lives
by Joshimitsu
Summary: Team LILC is just like any other 2nd year team at beacon. Except their leader is tied by blood to a known and wanted criminal, and they requested to get injected straight into Beacon's 2nd year, and bribed their way in, and always seemed to be involved in trouble one way or another. But really, this fic will take a darker attitude than the summary, some of the time. I hope.
1. Chapter 1 They showed up out of nowhere

"I have gathered you all here today because I have an announcement to make." The Headmaster of Beacon academy spoke into a microphone. Addressing his students, who were currently gathered in the school's assembly hall. He was standing there in his usual dark green casual suit with lighter green scarf, cane in hand. Behind him to his right stood his assistant, Glynda Goodwitch, she was also in her usual attire of black heels, black stockings, and a tight black mini skirt. Her upper half was adorned by a white sleeved button up shirt with her black and purple pointed tendril cape resting behind her. Her stern gaze patrolling the students, waiting for somebody to catch her attention. The majority of the stage was shrouded with shadows. A single spotlight was on the Professor, Glynda could barely be seen from the edge of the light.

"I would like to inform you all that Beacon Academy will be getting a new team added to its roster." Professor Ozpin continued in his usual calm voice, his students now starting to get excited. He let them murmur amongst themselves for a short while before cracking a small smile and raising his hand to settle them down. It took only a few short seconds for the students to settle the talk amongst themselves. A sign of respect to be sure.

"They are going to be attending the second year classes. Along with teams RWBY, JNPR, and CRDL." A mixed reaction of sighs and cheers erupted from his audience. One particularly loud blonde girl could be heard after the rest of the noise had settled.

"10 lien Wiess! Pay up!" As her white coloured friend reluctantly transferred the money to the blonde, she became visibly excited, but contained it rather well considering her outburst. "Thank you for your business." She said with a smirk. Two girls, both clad in mainly black, simultaneously elbowed her in the ribs from either side of her.

"Miss Xiao Long." Glynda warned with a hard gaze from behind the Headmaster. The blonde quickly turned back to her teachers on stage and rubbed the back of her head with a nervous smile.

"This team is known as team Lilac, spelt L-I-L-C. Team LILC consists of their Leader, Levi Aurelian." As Ozpin spoke the name of the first student, a separate spotlight beamed down onto a somewhat tall and slim boy. He was dressed mainly in black, with yellow highlights and undertones adorning his outfit. He wore a yellow three quarter shirt underneath a black leather hooded jacket with no sleeves. There was a short distance from the end of his shirt to the start of his black fingerless gloves, with a hole in the middle of the top of the hand. He wore a similar pattern on his lower half, with a pair of black cargo shorts over the top of a pair of longer yellow pants that ran under his black boots that had yellow highlights. Around his waist sat a pale orange belt. He was slightly pale and had long black hair, a little shorter than Blake's, with a yellow streak all the way from the top of the left side front of the start of his hairline right back to the pony tail he had it tied back in. He looked around the room with his piercing gold eyes at the crowd, an almost bored expression on his face.

The crowd was cheering and hollering, welcoming the new student into their ranks. At the sound of a whistle closely resembling those used in cat calls, he dipped his head a little and smirked while exhaling heavily.

"The second member of LILC is named Iris Indigo." Ozpin added after Levi had had his moment. A third spotlight beamed down onto a rather brazen looking girl. She had a somewhat curvy, yet obviously fit body, it fit her look very well. Her hair was styled by having the right side shaved to a buzz cut, and having the rest of it combed over her left side, the tip of her hair ended in line with her chin. The colour of her hair was a mess of different shades of purple. She had purple makeup; lipstick and a more pale shade as eyeshadow. She wore a long white coat with purple trimmings, the front was open and the sleeves had been ripped off. The collar of her overcoat was popped up, framing the lower third of the back of her head with white fabric lined with purple. She wore a rather plain deep purple T-shirt, accompanied by a matching set of deep purple booty shorts. She wore white high heeled boots with purple details that came up to just below her knees. Her shirt and shorts were separated by a white belt. The deep blue eyes that sat in her head seemed almost out of place, they seemed too serene for such a forward looking girl. Her facial expression was one of confidence, a smirk across her lips, no signs of embarrassment or nervousness at all. She slowly scanned the room looking to see if anyone caught her eye. A few faces stood out amongst the crowd. The previously rowdy blonde and her group of friends, as well as a familiar scarlet head of hair. Was she on a cereal box?

The crowd had a similar reaction to what they did with Levi, and made their welcomes heard. She nodded her head slightly while crossing her arms.

"The next member of the team, and Levi's official partner, Lily Carmine." Another spotlight shone down on a rather short girl, who was a cat faunas. She had a small athletic frame that was toned and slim without looking boyish in the slightest. Her upper back length pink and blonde tipped hair was topped by two perky cat ears, her pale orange eyes were full of joy. She wore a pink pair of tights that ended just above her knee; a darker shade than her thumbless gloves, which traced all the way up her arms and ended half between her elbow and her shoulder. The glove's sleeves were topped by a pair of thin white ribbons. Her upper body was covered by a tight singlet, the same pale pink as her gloves. Her soft fabric shoes followed a similar pattern, being pink with white details. She was jumping and waving to all the students in an excited manner.

"Hello all! Nice to meet you!" She declared cheerfully to the room while jumping. A large portion of the crowd cheered back, however the handful of people that were still prejudiced towards Faunas weren't happy there was another one at Beacon. The Faunas of the school were excited to have another in their ranks.

"And last," Ozpin started, "but certainly not least, Christine Sapphire." The final spotlight set up for the new team shone down onto a beautiful, and rather voluptuous girl, clad in mostly blue. Her eyes were a warm brown that matched her hair, a deep brown colour that had been tied into a long plat coming over her shoulder and down to her ribs. She wore a deep blue jacket, which was open at the front, much like the rest of her team's jackets. It covered a white tank top, decorated in pale blue floral patterns, leaving her midriff exposed. To cover her lower half she wore a pair of slightly darker than average blue jeans that ended a little above her ankle, the ends however were covered by her thick, navy blue boots, with white details. She simply smiled gently and gave a small bow to show her thanks for all the welcomes the audience was giving her.

Ozpin looked over his student body and gave a slight smile. He took a sip from his coffee and raised his other hand. The students all settled down again in a matter of seconds.

"Now I know you are all excited about our new arrivals, and some of you may have questions." Ozpin addressed his students again in his usual calm voice. "They have informed me that they are happy to answer any questions you may have, all you have to do is find them around the school campus." Ozpin took another sip of his coffee.

"I know a few of you will be asking why they are being added straight into the second year classes without having to do a first year at Beacon." Ozpin paused for a short while. "They are here at my personal request, the reason for which I will uphold, and would appreciate it if they would do the same." Ozpin stated looking back at the team. LILC giving almost synchronised nods to show they understood. "I would ask of you to not question them about their reasons for being here." He took yet another sip from his white mug. "All will be revealed in due time."

After a short pause, a simple yet welcomed "Dismissed." Echoed around the hall as the students all sighed and started talking amongst themselves. A small group of people made their way up to the stage. The group of eight walked up to the now relaxed team LILC that were talking within their team. They were arguing amongst themselves about who would be the first to approach the new team.

"Wiess, you should do it, you're always good with first impressions." Yang Xiao Long joked, her younger sister clad in red and black didn't pick up on the sarcasm however.

"Yeah Wiess! You should be the first to talk to them!" She encouraged in a happy tone. The girl in white shot a poisonous glance at the blonde bombshell before turning back to her small friend.

"Ruby, Yang was being sarcastic. You really need to learn to pick up on these things you dolt." The younger girl just stuck her tongue out and pulled down one bottom eyelid in reply.

"Oh for the love of…" A short girl in white, grey, and pink started before walking out of the group. A dark haired boy in green sighed and put his head in a hand. "Hell-o!" The short girl sung. "My name Is Nora! Nora Valkyrie!" The ginger headed girl that stepped forward stated happily while extending her hand.

Levi turned away from his group pulling his hand out from around his Faunus teammate's shoulder and met Nora's in a handshake firmer than he'd expected from the tiny girl. "Levi, although you probably already know that, with that whole song and dance Ozpin put on." He replied in a sassy yet calm tone.

"I am a member of team JNPR, this is my team: Jaune Arc, our leader; Pyrrha Nikos, his partner; and Lei Ren, but everyone just calls him Ren." The shorter girl stated happily gesturing to her teammates, a blonde boy, a girl with scarlet red hair, and a boy with dark hair that had a pink stripe down one section, as she spoke their names.

"And we," Weise added stepping forward, "are team RWBY." She gave a delicate curtsy. "This is our leader Ruby Rose." Weise waved her hand back at the obviously younger girl. Ruby gave a closed eyed smile and waved. "My name is Weise Schnee. Heiress of the Schnee Dust Company. It's a pleasure." The white haired girl gleamed. "This is Blake Belladonna," she motioned back to the girl in black and white, who gave a shy smile and a slight nod, "and her partner, Yang Xiao Long, Ruby's older sister." The blonde stepped forward to shake Levi's hand with a confident smile on her face. The two shook each other's hands firmly.

"I assure you, the pleasure is all ours, and to what do we owe this encounter?" Christine joyfully asked with her smooth and soothing voice to the groups that approached them. She gave a warm and gentle smile to the teens in front of them.

"Oh, we just wanted to say hello, and welcome to beacon Academy!" Ruby Rose cheered with a large grin. Her expression turned to one of curiosity. "Are you gonna be coming to today's classes?"

The sound of heels clicking on the hard wood ground interrupted the conversation. "Yes." Glynda spoke, making sure she had everyone's attention before continuing. "They will be. Mr. Aurelian, a word?" She turned to him with a rushed look on her face. She had places to be and classes to prepare. Levi nodded before heading off with Goodwitch.

"See you guys at combat class, and ladies? May death find you alive." He addressed his team, a serious demeanour taking his visage.

"No promises!" Lily replied giggling and waving. Her response elicited a rather annoyed facial expression from her leader. The remaining students set out for the next hour before class. She turned to the eight that had come to greet them before issuing her challenge. "So, who's taking us on in the one on ones?" She asked with a confident smirk.

Half way to the combat classrooms, Levi was lagging behind his new Professor as she was explaining the finer rules and obligations of being a student at Beacon, as well as being an official team captain. Of course he wasn't paying all that much attention, only tuning in when it sounded like she was emphasising a point. He was more focused on the rhythm of her shoes. The methodical, metronome sounding clicks of her heels on the hardwood floors of the beacon hallways.

He felt a buzzing from his scroll that snapped him out of his trance and leisurely pulled it out of his pocket and checked the new message from his Faunas friend, Lily. It contained a list of preferred matchups for their first day of sparring class. Levi waited for Glynda to finally stop her rant to take a long breath before clearing his throat to get her attention. She spun to look at him and saw that he had his hand extended offering her to take his scroll. She eyed him suspiciously before taking the device and studying what was on the screen carefully. She saw a list of her students paired off against the members of team LILC. She raised an eyebrow at him while slowly handing him back his scroll, he simply shrugged his shoulders and raised his eyebrows briefly. She sighed and continued her way to the combat classroom.

* * *

"Mr. Aurelian, are you telling me that you not only have information on my opposition. But also know them personally?" The clockwork professor asked the young man in front of him. He was sceptical but willing to listen. This young man had just shown up on his front door asking to see him personally. He claimed he had information that would turn the tide of his battle.

"Yes, Ozpin. I am. But before I give you any information on them, I need you to guarantee me a few things." He answered with confidence and conviction.

The professor bowed his head resting his lips on his folded hands and thought over his options. After a short moment he raised his head to make eye contact with the young man again. "If it is within my power, then I shall see it done."

Levi nodded. "Appreciated." He tilted his head from side to side cracking his neck and prepared to make his demands. "First, I want to help in the investigation. Second, I want to speak with them before you do whatever it is you want to do with them." He took a deep breath in before uttering his final condition. He struggled to maintain eye contact. "I want you to enrol my team here at Beacon."

* * *

The 2nd year students had all acquired their weapons and made their way to one of the combat classrooms. Inside, waited their teacher, Miss Goodwitch, and the new team's leader, Levi. Teams RWBY, JNPR, CRDL, and the majority of team LILC strolled in and took their seats, grouped in their teams. The young man next to Glynda turned to her and nodded his head before taking his seat with his team.

"Today, we will be having basic one on one sparring practice to get a sense of where our new team is in terms of single combat prowess. I am aware that you have preferences as for who faces who." Glynda paused shortly, and took a deep breath in. "I will allow it." Some of the more outgoing student cheered while some of the more reserved students thanked their teacher. "For today."

The students were given five minutes of time to prepare before their matches. Most of them choosing to go through basic stretches or a quick reminder of their techniques. Weiss looked over at the new team when she felt a somewhat familiar energy. She was surprised to see the tall dark haired girl manipulating a deep blue glyph. "Excuse me girls, I'll be right back." The heiress spoke to her team before breaking into a light jog towards the fellow glyph user. "Hey, Christine! You told me you used glyphs as well-" Weiss cut herself off after realising something was missing. "Where's your catalyst?"

The brunette turned towards the short white haired girl as she spoke. "Oh, I don't need one." She replied in a casual tone. Weiss almost lost it at her answer.

"What?! Impossible! Even Winter needs a catalyst! There's no way you could-" Her team had heard her lose her cool and rushed over to stop her before she could say anything she'd later regret.

Ruby placed her hand over Weiss' mouth and spoke over her partner's muffled protests. "Sorry! She can get like this…" Weiss turned her head slightly and glared at the crimson reaper with wide, angry eyes.

Christine shook her head slowly. "Don't worry about it, it's a Glyph user thing. The Schnee's may have well-known hereditary glyphs, but they aren't the best."

The girls of team RWBY dragged the heiress away from the new team while the purple haired vixen turned to her partner. No words were exchanged but through subtle expressions and movements the conversation was had.

Glynda informed her class that prep time was up and that it was time to start the matches. First up was Lily of team LILC against Blake of team RWBY. The two faunas took their positions roughly thirty feet away from each other in the arena and drew their weapons. Blake's Gambol Shroud, a sword that doubles as an Uzi and Lily's Aoskil and Saman, dual pistols that are attached under the grips via extendable cable.

"I still think this is a little racist…" Blake muttered under her breath, unintentionally loud enough for Lily to hear. The shorter faunas was slightly taken aback by this, but quickly noticed the signs. A devious grin spread across her face as she had an idea.

Glynda signalled to begin. It barely took the length of a standard blink before the girls were charging at each other. Lily firing both pistols as she ran, aiming higher than expected. Blake dove into a roll and swung her blade at her opponent's mid-section. Her weapon was caught on the cable of Lily's weapons before the dual wielding faunas swung both of their weapons around, both girls following the spin. As Blake came back around to face her opponent, she took a heavy hit to the chin, sending her upwards and backwards. She used the momentum to flip mid-air and land on her feet. Her eyes fell on Lily's visually different weapons. Where there had previously been two pistols, rested two medium sized studded balls.

The dual wielder noticed Blake's glance and spoke up. "Like 'em? Pack quite the punch don't they?" At Blake's reactional grunt, Lily's usually cute and innocent looking face turned to one of a madman. "You haven't seen anything yet!" She practically screamed as her duo flails caught fire. Blake didn't react as Lily sprinted at her, spinning both ends of her murder chain. She brought them down into the ground with an unexpected amount of force. The ground was the problem.

"Where'd she go?" Lily cursed under her breath, all that she hit was a dark ghostly shadow of where Blake had been previously. Standing just five feet back was the girl in question. A mixture of shock and relief on her face. The smaller combatant switched her weapons back into gun form and opened fire, again, higher up than she should have been. She got closer this time though, Blake felt the heat radiate off the bullets for the brief moment they were whizzing past her hidden ears.

Blake swung her sword at the now in melee range Lily. The pink themed girl deflected her first few blows with the barrels of her guns, before parrying one of Blake's quick swings and sending a quick kick into the mid-section of her opponent. She tried to spin with the foot in Blake's stomach being the pivot point to get a heel kick to the head of the faunas in black. Blake dodged back, much to Lily's disappointment, and hit Lily in the back of the loose leg with the scabbard of Gambol shroud. This send the small faunas tumbling, she didn't stay on the ground for long.

She quickly sprung back up and proceeded to switch her weapons back to melee form. The pistols seemed to fold into a small cylinder then were pulled back into the cord they were attached to. After that process was completed, a similar cylinder re-emerged from the cord that seemed to blow up into the balls of pain that were there previously. All this in a split second, that had to be advanced technology for sure.

The momentum in which she started swinging them, it surprised Blake that she could manage to keep control of them, let alone start going for style points in her mad dash towards Blake. She raised the flails overhead and twirled in the opposite direction to her weapons before bringing them down into another shadowy enigma.

Lily made her frustrations heard before Blake went of the offensive. 'If I don't do something soon, she'll crush me.' Was the thought Blake had that spurred her onto the offensive. She made a few quick swings with both the blade and the scabbard of her weapon, before having an idea. She started using her semblance of being able to make a temporary clone to start faking out her opposition's guards and dodges. Where her clone would go for a right slash, she would end up throwing a left kick from behind it, she did her best to keep up the pressure but she didn't expect Lily to take the momentum of an attack to create distance between them.

She rolled back and switched her weapons back to ranged form and started to fire at Blake. Blake dodged and deflected every shot she could, unfortunately getting hit by a few. What she didn't expect was Lily throwing her left handed gun past Blake. Blake didn't understand until she felt her arms restricted, bound to her sides by the cable that attached Lily's weapons. The dual wielder then jumped over Blake and kicked the back of her leg, forcing her to a knee. Blake quickly countered with a head-butt straight into the mouth of Lily. The smaller girl reeled, releasing her weapons, and her hold on Blake. The pale girl took the opportunity to shed her bindings and swung with a backwards slash at Lily, landing hard in line with her shoulders. As Lily skidded along the ground on her back, the crowd gasped. At first Blake thought it was because of the hit the small girl just took.

She heard Lily laughing, it was slightly muffled as if she had something in her mouth. "I give up! I give up!" Lily cheered in between laughs. As she said this she waved around a piece of fabric. A black piece of fabric. Blake's eyes went wide and she turned noticeably paler. She slowly reached a hand to the top of her head and felt her faunas ears instead of her bow. "You win Blake. Congratulations." Lily taunted, obviously proud of herself. She dropped Blake's bow fabric on the ground as she strolled over to her weapons. She reattached them to the magnetic plate on her lower back, the handles slightly poking out from behind her small frame.

Blake stood there in shock. When it became obvious she wasn't okay with this, Yang burst from her seat. Her eyes turned red briefly as she made eye contact with Lily, but they quickly returned to their normal purple as her eyes once again set on Blake. She sprinted as fast as she could towards her friend. She reached Blake and quickly spun her around and hugged her tightly. She put a hand on the back of Blake's head in some sort of feeble attempt to make her feel safer, but she knew it wouldn't really help. She could feel Blake was shaking and that her heartbeat was dangerously fast. A mix of adrenaline from the fight and her panic attack.

"Blake. I need you to breath. C'mon, slow deep breaths." Yang's voice cut through the mayhem in Blake's mind. She did her best to oblige her teammate but it was easier said than done. Glynda informed Ozpin of what had just happened and made her way over to where team LILC was seated.

"Miss Carmine. You will be seeing me after class, and you will be punished for this." Lily's facial expression shifted back to her usual cutesy self. She acknowledged her teachers orders with a cheerful smile. Glynda strode over to the still clearly distressed Blake. "Miss Belladonna, do you need to step outside for a while? Or perhaps see Headmaster Ozpin?" Apart from Yang's attempts to calm her friend down, and Blake's erratic breathing, the room was silent.

Wiess was outraged that Lily had practically gotten off scot free, and acted on her feelings. She stormed over to where team LILC was seated, ready to speak her mind. The heiress noticed that LILC barely reacted to her moving towards them, which only made her angrier.

"Lily Carmine, you have crossed the line!" Weise spoke in her most threatening tone.

"I thought the point of a fight was to win." The faunas replied calmly. Barely giving any attention.

"You animal!-"Wiess was cut off when Lily was suddenly in her face. It wasn't for long though, for as soon as Lily stood herself up, Levi grabbed a handful of her hair and pulled her down onto his lap. Now with her head in her leader's lap, she turned into him and started to curl up into a ball.

"Don't you dare ignore me!" Weise screeched. Without turning to address her, Levi spoke.

"Look, Schnee-"

"Do not call me that." The heiress interrupted coldly.

"Sorry, Lady Schnee, on behalf of my teammate I apologise." He turned his head to look at Weise. "Her behaviour was unwarranted," still with a handful of hair, he gave a light tug, "she should have respected Blake's privacy."

Ruby walked over and quietly and whined to her partner. "Weise… Please…"

"Ruby how are you not upset about this?" The heiress spun around and asked her leader.

"I am, but this isn't the way to deal with it."

"Then how would you suggest?"

"We take it up with Ozpin, or we ask them about it later, or… I dunno. But now is not the time. Blake needs us." Weise huffed but took her partner's point. The pair swiftly made their way down to the other half of their team.

After Blake realised her entire team was there to comfort her, she broke into a joyless smile. "I have been meaning to get rid of that…" She joked humourlessly. While Ruby and Weise didn't know what to think, Yang let loose a dry giggle before replying.

"Well most of us knew already. The teachers obviously did, and team JNPR knew a while ago." Blake sighed before speaking up confidently.

"No, Miss Goodwitch, I'm fine. I appreciate the concern." She stood straight, a huge weight had just been lifted from her shoulders.

"Blake, aren't you upset?" Yang questioned concern in her voice.

The faunas chuckled dryly. "I am, but I'm also thankful. It would've taken me ages to do that myself." Ruby was the only other one to let the event go however.

Goodwitch informed her boss that Blake said she was accepting of the incident, but insisted that Lily still be punished. The teacher spoke aloud to the future huntsmen and huntresses once again.

"The next match will be Pyrrha Nikos against Levi Aurelian. If students could please clear the Arena."

Yang looked up to the Spartan and begged to take her place against Levi. Pyrrha was hesitant but allowed Yang to take her fight. Yang was left standing in the arena as her opponent leisurely made his way down the stairs towards the battleground. He turned to stare her down once he was in position. Both fighters simultaneously cracked their necks waiting for Glynda's signal. One party obviously more invested in the fight than the other.

The fight was signalled to start by Goodwitch. Yang ran up to Levi, who hadn't seemed to react. She unloaded a flurry of punches, unassisted by the gun portion of her gauntlets, into the face and stomach of Levi. He just stood there and took it. She hit him with an explosive punch in the chest which sent him backwards a fair way.

This only seemed to make Yang more worked up. "Why aren't you fighting back?" she shouted at the darkly dressed teen. Levi rose to his feet, a little shaky.

"You're obviously upset about what Lily did. So I'm letting you take out your anger." He answered matter of factly.

"It'd actually help more if you fought back. A fight works better than a punching bag." Yang replied with just a hint of annoyance in her voice.

"Ah, I see." Levi flicked the dust from his hair before speaking in a more upbeat, playful tone. "You ready Xiao Long? I wouldn't wanna mess up that pretty face of yours!"

Yang blushed slightly and briefly before her retort " I was about to ask you those exact words, but it looks like I already have!" At her words Levi felt a small bruise quickly developing under his left eye. He cracked his fingers and shook his hands before drawing his twin tonfa, Ebony Dawn and Gilded Dusk, from the magnetic plate on his back. He took a stance low to the ground leaning backwards, his left leg forward. He had his left arm almost in line with his leg whilst his right was held beside his head. The blonde brawler smashed her fists together, sending a shockwave of air outwards of the impact zone.

The two ran at each other. Yang's first punch was averted by Levi, as was the second and third. She tried an uppercut, but Levi used that momentum to throw her off balance and reposition her around with a light kick to the back. He wasted no time jumping at her, connecting his knee with her face. He then beat her in the upper sternum with the shorter end of one of his tonfa, the side usually for firing dust flares. Yang fell back, but used the momentum to roll back to her feet. As soon as she was able she charged back at Levi with fist reeled back. Levi held both his weapons against his forearms waiting to brace for the coming punch. He wasn't ready for a powerful kick to the lower abdomen, at which he doubled over around Yang's foot. Yang was about to punch him on the back at full force, trying to end the fight there. But Levi grabbed the back of her other leg and pulled it out from under her. As Yang was falling she clocked Levi in the back of the head with the underside of her fist. Both fighters ended up on the ground, in a position that was only slightly uncomfortable for Yang. Levi's eyes and the bridge of his nose had ended up buried in the cleavage she usually exposed.

Levi surprised Yang by letting out a muffled groan. "Geez Xiao Long, could've at least brought me dinner first."

"Hah, in your dreams loverboy."

"Honey, you probably will be tonight." Levi spoke looking up and resting his chin on one of Yang's breasts. A playful smirk on his face. He promptly received a punch in the side of the head, which sent him rolling a few feet. Yang quickly jumped to her feet and walked over to him, ready to gutter stomp his face in. She brought her foot up straight, ready to put all the force she could behind the stomp. Levi saw an opportunity and punched her planted leg in the shin. Which, again, caused her to lose her footing and land doing a split over Levi's waist.

"Really blondie? Again with the advances?" The boy in black joked barely containing his laughter at Yang's rage, or embarrassment, it was hard to tell with her. He was shocked when he saw that her eyes had shifted from their normal pale lilac colour to a deep red. She glared at him with pure rage in her eyes. Well, now he knew it was anger. She brought her fist up menacingly.

"Uhh, Uncle?" Levi managed to squeak out before Yang dropped sideways bringing all the force she could with her. Her fist connected with Levi's nose, then she proceeded to fire a flare blast with her fist still resting on Levi's nose.

"And the winner is, Yang Xiao Long!" Glynda announced, which was met by Ruby cheering at her sister's victory and a round of applause. Levi rolled over slowly, headache pounding. He climbed to his knees almost falling right back. He got to his feet before turning to his opponent who had apparently offered a hand.

Without saying a word, Levi picked his weapons up on the way to the seating as his persona returned to the carefree, almost cold attitude he always had. As he sat back down with his team, he was greeted by a variety of different scowls from the girls. He rolled his eyes and ignored his team.

Glynda waited until her class had settled down before announcing the next match. After a few seconds of talking the teens had realised what they were waiting for and promptly shut their mouths.

"Next up will be Christine Sapphire versus Weiss Schnee. Fighters, make your way to the floor."

Weise readied her rapier and gave Christine a puzzled expression.

"Where is your weapon?" Christine chuckled before responding in a confident tone.

"Right here." She reached a hand forward and summoned a relatively small glyph, facing side on. A small protrusion appeared from the centre and Christine reached up and grabbed it with her other hand. She moved her left hand, the hand she had summoned her glyph with, away from her right hand, as she did, a weapon started to materialise. It was a somewhat transparent, monotone pale blue dagger. It shimmered slightly in her hand. Christine then grabbed the handle with her other hand before duplicating a copy of it into her left hand. She switched her grips to offhand and took up a modified boxer's stance.

Weise, or the onlookers, didn't know what to make of what they had just seen, with the exception of her team, who were already familiar with her style, or styles, of combat.

Goodwitch signalled to begin. Not a moment later, Weise opened with her usual glyph assisted lunge, she hadn't really used this into another glyph user however, and was not expecting to charge straight into a solid glyph. The type she usually used as platforms for her or her team. She regained her composure as Christine used a movement glyph to boost her jumping ability, she cleared her makeshift wall and flipped herself so she was head on with the Schnee. A blissfully calm smile spread over face before she placed another movement glyph at the soles of her feet. She sprung off it in a spin, holding her daggers points towards her opponent, effectively turning her into a human drill. Weise quickly summoned a movement glyph under her feet and skirted back just in time to dodge the attack.

"Not bad Weise. You are very capable with your glyphs." Christine halted the momentum of the fight. "But can you keep up with me?" She added with a hint of arrogance.

"Thank you, likewise." The heiress replied a little wary. "And I'm just getting started."

She rotated her sword's dust chamber to her lightning dust reserves. She spun her sword in her hands before slamming it into the ground. Lightning surged out from where she stabbed the ground, arcing forward at Christine.

The brunette thrust her left hand forward and created a defensive type glyph to attempt to block the lightning attack. An explosively loud crack was heard when the attack met the defence, Christine slid black slightly. The force of the impact was felt by everyone in the arena.

After the onslaught of lightning had stopped Christine dropped her defensive wall. "Well, these won't work." Christine mused to herself before dispersing her daggers with a flick of her hands. She summoned two more glyphs and shoved her closed fists through them. Two gloves of the same colour of her daggers had appeared on her hands. "Let's see how these do."

The brunette summoned fire glyphs in her hands and threw the discs at Weise. The heiress started backwards handsprings to avoid the attacks she knew would burn. She regained her footing to see Christine charging at her with the assistance of movement glyphs under her feet. Before the Schnee could put up her guard Christine landed a few solid punches assisted by ice glyphs summoned along the flat of her knuckles. The cold sting of an element all too familiar pierced its way into Weise's senses. Sapphire ended her combo with what was essentially a two handed volleyball spike, Weise's head being the ball. Christine jumped and clamped her hands together, bringing them down from over her head. The impact was fast and hard, both to her head and the ground beneath.

The Schnee was smart, and used what little time she had to create a glyph and try to reduce the impact between her head and the ground. The result was closer to two smaller impacts in quick succession rather than one larger one. This was enough to keep her in the safe fighting zone however. She rose to her feet, using her rapier as a crutch at first before shakily resuming her fencing stance.

"You're tougher than you look Weise, I'll give you that." It barely took a second for Christine to feel the chill creeping up her leg, but by then it was too late. Before she could react she was enveloped in a tomb of ice. Weise used the time she gave herself to attempt to regain her composure. She shook her blurry vision away and ignored the probable concussion for now. She brought Myrtenaster up, then cleaved down in a fluid motion, shattering the ice and a large portion of Christine's remaining aura with it.

"If you spent half the time you did talking on concentrating on your surroundings you'd have won this fight already." Weise informed her opponent with more of a bitchy tone than she would have liked.

"I suppose you're right Weise. You should take your own advice however." Weise spun on the spot to block a blast of fire from a glyph Christine had summoned behind her. Before she could turn back to her opponent, Christine landed a hard glyph assisted backwards spinning kick into the ribs of the heiress. This sent Weise tumbling to the side and sending what was left of her aura past the safe zone.

As the victor walked over and offered her opponent a hand, Glynda declared that "The winner is Christine Sapphire!" She glanced down at the list Levi had given her and saw the next matchup. She was going to need to do a lot of repairing after this one. "Final match of the trials is Iris Indigo against Nora Valkyrie."

The two fighters walked side by side towards the battlefield, getting a sense for the intensity of each other. Both girls were uncharacteristically calm during the seemingly long walk. They quietly parted and took up their stances a couple dozen feet away from each other. They stood there staring intently at their opponent. After a few seconds they both burst out in laughter. There were the usual personalities.

"Nice hammer!" Iris started their pre-spar banter.

"Thanks! Its name is Magnhild. What about your weapon? Looks pretty gnarly!" Nora retorted without hesitation.

Iris looked down at the light and dark purple and white assault rifle nestled in her arms. It's spines from its other form showing blatantly from around the top of the chamber. "Haven't given any thought into naming my weapon. Maybe you could help me come up with one after I kick your ass?"

"Ha! We'll see about that!" The redhead charged with hammer lagging behind her. Iris broke into a backwards strafe and started firing non-stop pale purple needle type projectiles at the hammer wielder. The glowing needles collided with Nora and barely penetrated her skin, nothing that her aura wouldn't be able to heal almost instantly. Before Nora could even mentally question it Iris released the trigger and every single needle exploded in a cloud of purple pale dust. Iris relaxed and rested her rifle against her shoulder, never releasing her trigger hand.

The sizzling of both her gun and the cloud made it impossible for her to hear or see that Nora was firing her own volley of grenades. Towards the last known position of her opponent. Iris didn't notice until it was too late and took the force of most of the grenades. A cloud of pink smoke enveloped the area around her. All of the smoke and dust seemed to clear at once, revealing both teens standing in craters.

"That was fun!" Nora blurted out with a huge smile on her face. Iris seemed a little shocked to notice that Nora had seemed to take no damage from the explosion. When she voiced her concerns to Nora she cheerfully replied with a smirk.

"Oh, well, you see…" Nora rubbed the back of her head quickly trying to think up of an explanation. "Electricity and lightning and all that stuff doesn't work on me. It actually makes me stronger."

I conceded "Ah" was Iris' response. This fight just got a lot harder. She switched her weapon's form from ranged to melee. The rifle seemed to fold in on itself to reveal a white chainsaw with the same purple spines as blades. It quickly revved into action before both girls charged at each other.

The violet vixen rolled under a huge round swing from the queen of the castle, she regained her balance and brought her chainsaw into the side of Nora's leg. A few small shards splintered and added an explosive kick to the attack. Nora used the momentum of the small explosion and continued around doing a corkscrew, bringing a heel down into Iris' shoulder. The following hammer strike was blocked by the flat side of the chainsaw that had just given her the momentum for the attack.

The hammer wielder pulled the trigger of her weapon causing a huge burst of speed straight downwards into Iris' defence. Iris fell back and rolled sprawling her legs out landing a kick into Nora's arm with just enough force to cause the hammer to miss its target.

"Gah! Stop moving!" The booper cried in frustration while taking up a neutral combat stance.

"I'd rather not, that hammer would crush me!" Iris retorted following Nora's lead in taking up a stance that conveyed neither an offensive or defensive preference.

"You got that right!" Nora boasted. She ran at her opponent dragging her hammer along the ground. She pulled the trigger twice in quick succession on her upswing, creating a shockwave on its ascent. Iris couldn't quite get out of the way and got clipped on the underside of her nose. She flopped back spinning to land on her stomach, hands cupping her face.

After a short while of silence she stood, completely stunned. Her nose was horribly broken, it looked, and definitely was painful. Iris reached up and grabbed what everyone could only assume was supposed to be the bridge of her nose with her right hand, and put the palm of her left on the underside of her chin. With a small grunt she forced her nose back into place, disturbingly accurately. An audible crack was heard around the room to accompany the display. Those who didn't feel sick, were shocked. Broken bones weren't a rarity in their line of work, but to see someone reset a bone like that, even one as small as the nose, was a rare sight.

The room was eerily silent. Nora of course, was the first to say something.

"W-wow. You really are hard-core aren't you?" Her question was followed up by a nervous laugh.

Iris chuckled to herself. "You got that right." Her aura had already started to heal her nose back to how it originally was. The girls both shook their heads before charging at each other with weapons at the ready.

"I'm calling this match off before further injuries occur." Glynda announced in the most demanding voice she could muster after what she had just witnessed, which was to her credit still enough to hide her current surprise. She'd seen full fledge huntsmen have a worse reaction to having to reset lesser injuries. The girls ran past each other without launching their attacks. Slowing to a halt not much after.

"Oh well, good fight." Iris spoke to her opponent offering a hand.

"Yeah. Really good fight." Nora took the hand. Both girls thinking they had the fight won. The walked back to their respective teams with some quiet banter between them. The rest of the class passed uneventfully, the rest of the students had their matches and made their way to the newly installed shower block attached to the arena classrooms.

* * *

"I want you to enrol my team here at Beacon." At him mentioning his team, the three young ladies that had been waiting towards the back of the room stepped forward.

Ozpin examined them carefully. They didn't look much different from regular kids, so why did they have such an imposing presence? He'd never seen them before, so why did he feel like he'd encountered them before? He sighed internally before speaking again.

"I can arrange those things." He paused briefly. "I will need you to fill out the application forms-"

"We have compiled all the information you'd need for those. Christy?" As he spoke, an attractive brown haired girl walked forward and placed a folder on Ozpin's desk. "I'm assuming you have similar required information to other academies?"

"Of course. I'll have Glynda fill out your forms." Ozpin paused. "But first, I need some form of proof that you have the information you say you do."

Levi made a face as if he were thinking it over, although he had played out the scenario a million times in his head.

"I hope you don't mind me revealing too much. Call it insurance." Ozpin's frustration was visible, if only a little. After a deep breath and sigh, he nodded his head. "I believe that one of the people giving you trouble is my sibling. It's been a few years since I've seen them, and I have no idea how far up the chain they'd be, but you hear things. I'm sure you've heard many of the same things I have, I just have the knowledge to put the pieces together."

"Arrogance will not get you anywhere with me. I've given you my word, I'm going to need something more concrete." Ozpin quickly replied, seeming almost insulted.

The boy in black looked down and sighed heavily. "Cinder."

* * *

"Whoever was in charge of these shower plans was an idiot." The leader of team JNPR spoke to his male team mate.

"What makes you say that Jaune?" The dark haired boy reached for his shampoo. Before Jaune could voice his reply he heard Nora giggling from somewhere behind him.

"That's what I mean." He sighed. "Unisex showers? There's no way you don't have a problem with this."

"Oh c'mon Jaune. It's a team shower, not a unisex shower. Think of the teams with only one gender." Nora argued without turning away from the opposite wall. The shower heads were set up as two on the left and right walls each. She made a certain type of sense. Staying as a huntsman team, seeing each other nude was only a matter of time. But was it really a good idea to put young, possibly horny, teens in showers with the opposite gender?

Pyrrha turned to rinse her hair out, luckily all the hot water had created a thick steam throughout the room, so it was hard to actually see anyone else.

"They're right Jaune. We have to get used to living together. Being naked with someone is one of the best ways to get to know them." She spoke with an air of confidence that you wouldn't expect from someone with her upbringing given the situation.

"I guess. But it's still weird to me." Is all Jaune could think of in reply.

"Loosen up Jaune! It's not like we're doing it or anything." The tiny booper informed her leader. The blonde struggled to find words, stuttering over multiple sounds before deciding on what he could say.

"Nora! Do you really think now is a good time to talk about that stuff?" His voice cracked in his argument, clearly showing he was uncomfortable. Ren silently chuckled at the exchange his team was having.

Most other teams weren't fairing any better. Yang was the only member of team RWBY that was trying to make conversation, team CRDL were being overly careful not to look at any of each other naked. But team LILC. They seemed completely perverted compared to all the other teams.

It's not that they were doing anything lewd. They just didn't care if they were naked in each other's presence. Levi and Christine had both asked for help with their hair, Lily having to do Christine's because she was too short to reach the top of Levi's head properly.

"So, how do you think we went blending in today?" Iris questioned her team while washing her leader's hair.

"I think we did great!" Lily cheered with all her usual joy. The blonde at the end of her hair turning brown under the water.

"I'm sure we did fine." Christine added blissfully. She loved having people play with her hair.

"You girls are kidding right? The closest any of us got to blending in was Christy, and she almost broke a Schnee's nose and ribs."

"What makes you say that?" Lily interjected a little hurt.

"Well. Iris reset her nose, which was half way up her forehead-"

"Oh it was not." The punk girl interrupted from behind her leader.

"Exaggeration makes for better story telling. Anyway, back to what I was saying." Levi had his head tilted back into the stream of warm water briefly before Iris pushed it back forward. "What I did probably would have been called sexual assault by any other girl in the room. I'm just lucky Xiao Long took it as lightly as she did."

"You kidding me? She left your head in a crater."

"Yeah, but I haven't been called up to Ozpin to discuss rape charges have I?" The team shared a slight giggle before Levi continued. "And Lily. Oh boy. You probably made enemies with almost everyone in the year level."

Lily didn't take it as much of a joke as Levi had wanted her too. "You guys know I don't think faunas should have to hide." Her cat ears flicked once before setting flat against her head.

"Lily I'm sorry, but not everyone shares your ideals." Christine consoled her teammate in her soft, heavenly tone.

"Speaking of that incident…" Levi smiled mischievously. "Girls, grab her. It's time for her punishment." And before Lily could process the words that had just been said, her arms were grabbed and held out to the sides.

"H-hey! Let go of me!" The small girl protested. She was no match physically for her team, but she struggled nevertheless. Levi moved over to the temperature controls of the shower Lily was being hit by. She noticed this before losing what cool she had left.

"No! Levi get away from there!" at this point she was practically screaming. He turned off all the hot water and cranked the cold as high up as it would go. Lily shrieked at the resulting blast of freezing water.

* * *

"Cinder." He stated.

"Cinder?" Ozpin spoke in disbelief. He didn't wholly think this boy was telling the truth, but regardless, he wanted more.

"Cinder Aurelian. My older sister. Like I said, I haven't seen her in years. I couldn't tell you if that's the name she's going by. But from what I've heard, and what I feel…" Levi trailed off. "Even if she's lost her mind, I know how she thinks. If you will trust me with all the information you have on these people, I should be able confirm if it is or isn't her. I would greatly appreciate that."

Ozpin stared at him intensely. "Your sister?" Were the only words he spoke for now.

"Yes. My sister." Levi confirmed with an equal measure of seriousness.

The headmaster gave a heavy sigh. "That would explain the familiarity I feel. We've had our run ins with a dark haired woman with glowing yellow eyes." Ozpin widened his eyes slightly as Levi's eyes began to glow with a glow that gave Glynda chills.

"I do believe that is the glow."

* * *

 **Author's Note:**  
Hey guys, Joshimitsu here, but you can call me anything as long as I know I'm the one being referred too. I'll sort a few things out here and now.

1\. Yes, my name is based off of Yoshimitsu from Tekken. He was my most played back on Tekken 5 on the PS2, my real name starts with J, and hey presto. The name stuck., the game didn't.

2\. This is an AU, as any fanfic that doesn't just repeat word for word what the source material does is. I will be changing pasts, presents, and futures.

3\. Anything I may reference, of which there will probably be plenty, does not belong to me. I do not take ownership for any real word music, movies, games, etc. that I use.

4\. Feedback is appreciated, the harsher the better, because harsher feedback is usually better feedback.

5\. I owe gratitude towards both Reddit User Favorgate, and FanFic writer extraordinaire Xera Stark. He's helped me along from the very early planning stages up until a couple of days before the release of this first chapter. I highly recommend checking him out if you haven't already.

I know this was a long **AN** , but I have one more thing to say, so stay with me. This has been in production for quite a while, as you can probably tell from the setting, and that I'm not having LILC run into RNJR in the forest somewhere. This has been in production since before Vol. 4 even had a release date, but I plan on making chapter two a lot faster, depending on how many people get to reading this.

May death find you alive, and Merry Christmas

~ Joshimitsu


	2. Chapter 2 The Dust Raid

"I do believe that is the glow." He stated calmly, completely hiding his unease. Levi blinked a few times, his eyes returning to normal.

"Hereditary." Was stated simply. "So you have seen my sister? What do you know about her?"

"Only that she is very dangerous, and she is in charge of all the happenings in Vale." The Headmaster stated in his almost monotone voice. Levi took a moment to process the new information. The sister he knew would never hurt someone unless it was to protect a loved one.

"You said 'in Vale', does that mean she has higher ups?"

"Just one." Ozpin paused. The giant clocks that made up the majority of his office all clicking in perfect harmony. "Salem." The clocks in his office continued to click with every oversized gear turn.

"Salem?" Levi repeated.

"Salem." Ozpin confirmed. Seemingly unmoved by the mention of the name.

"I do apologize professor, but I don't believe I've heard the name before."

"Few have." Ozpin started. "But do not doubt, she is the source of all evil in this world today."

"That bad huh?" The Headmaster nodded in response to the dark haired boy's question. The two exchanged small bits of information after that, seemingly getting nowhere. That is, until a single name was uttered by the younger.

"Branwen."

* * *

The adjacent team, which just happened to be team RWBY, had just heard Lily cry bloody murder. They didn't know how they should react. If it weren't for the slight sound of giggling, Blake would have told Yang to try to break through the wall right then and there.

Weiss grunted in disgust. "What are they doing now?" She had just finished conditioning her hair for the second time.

"Who knows? Better to just leave them to them." Yang responded, who had also just finished conditioning her hair.

"But what if it's serious?" Weiss countered.

"They're all giggling." Blake added calmly. She had finished a while ago, the warm water and steam was just too cozy to leave.

The heiress cocked her head towards her faunas teammate. "What are you talking about?"

Blake replied matter of factly. "They're all giggling. I can hear them." She slowly brought a hand up to her newly exposed cat ears and wiggled her finger back and forth slightly. Weiss was taken aback slightly, but quickly regained her composure. "Well, even so, they should keep it down."

"Aww, c'mon Weiss, they're just having fun." Ruby nagged her partner jovially. She turned back over to her shower's temperature controls and spun them all the way off. "I'm off to get some lunch, talk to you all later!" The click of the door closing signaled that the young rose had left earshot. A sly smile crossed Blake's lips before speaking up to her partner.

"So, Yang."

"Yeah Blake?"

"You and Levi-"

"Don't start." She cut Blake off, obviously still enraged about the 'match'.

"Don't act like you wouldn't give us flak about it if it was Weiss or I."

"And that'd be you, not me." The blonde joked, happy that Blake was feeling better. Weiss was nonchalantly blocking her teammates out until she heard her name called.

"Weiss?" the blonde called again.

"I apologize, what were you saying?"

"What do you think about the new boy?" Weiss pondered for a moment, more arranging her words then actually gathering her thoughts.

"Well, he is a brute. He is rude. He is a deviant. His behavior is absolutely unacceptable-"

"That's how you feel about everybody." Yang interrupted the heiress. Weiss felt hurt, but tried not to take it to heart knowing it was supposed to be a joke. "We meant how do you feel about him _physically_." Weiss was taken aback slightly by the forwardness of the question. Weiss stuttered in her retort.

"I-I have no opinion one way or the other." She had no idea why she felt so uncomfortable, she didn't take any particular interest in him. Yang chuckled happily before further embarrassing the heiress.

"Embarrassed Weiss is best Weiss." The remainder of their time in the shower was spent arguing over how they were all just trying to hide their own feelings.

Peter Port was on another nostalgia trip, revising his past exploits through rose-tinted glasses to his class. All of which were bored out of their minds. Weiss Schnee still taking notes just in case. The other students were either sleeping, drawing, reading, or in their own little worlds. The bell signaling it was the end of the day was a welcome sound to all students of Beacon academy.

"Oh, we will have to continue this story another time." Port thought out loud. The students filed out of classrooms and training rooms alike, most making their way to dorms to change out of the black, white, and red uniforms that showed that one was from Beacon.

The sisters of team RWBY had made their way ahead of the Heiress and the Ninja Cat that made up the other half of their team. Yang, remembering her conversation with the other two in the showers, broke the comfortable silence shared between sisters.

"So… Ruby..?" She started. _'Nice opener Yang.'_ She mentally scolded herself.

"What's up sis?" Apparently it didn't matter.

"That Levi guy. What are your thoughts on him?" She never thought talking to her sister about a boy would be this uncomfortable for her.

"I dunno. He's alright I guess." She looked as if she thought there was more to this conversation. Yang was slightly taken aback by her lack of a response. "The rest of his team seem to be better fighters. Then again, he _did_ let you wail on him." Yang relaxed inside, feeling better that Ruby seemed her normal oblivious to boys.

"Yeah I s'pose. He is the only one that lost their match. Then again, he was against me." Yang smirked while pointing to herself with her thumb. The two bantered back and forth between each other all the way to their new dorm room. Meanwhile, not too far away Blake and Weiss had struck up conversation with the ladies of JNPR.

"I dunno Blake, I think you just can't admit you have a crush." Nora jabbed after hearing what the faunas had to say.

Blake sighed heavily at Nora's response. "And you Pyrrha?" The Spartan took a moment to collect her thoughts.

"There is something about him, but not in that way." Upon hearing her thoughts Weiss became frustrated. She didn't know at what, she just knew the feeling of frustration. The fact that Pyrrha and Nora didn't have similar feelings to her proved, in her confused mind, that it was something he directly and perversely had control of. And if matters couldn't get any worse, team LILC strolled around the corner arguing about something that was probably trivial at best.

"Lee, why do we always let Short Stuff lead the pack? Her sense of direction has always been terrible." Iris joked with a smirk across her purple painted lips. Lily simply huffed in reply and rotated the small map in her hands while tilting her head the opposite direction in a somewhat cartoonish fashion. Levi and Christine seeming more than contempt to walk arm in arm behind the shorter two members of their team.

"I'm sure it's just down this corridor." The Faunas spoke with poorly feigned confidence. As Lily muttered to herself trying to make sense of the poorly drawn layout of the dorm building. "That's the last time I ask that Fox kid to draw me a map…"

"Just admit you're lost."

"No."

* * *

"Just admit you're lost."

"No."

"Levi, it's obvious you have no idea where we are." Two young children, both dark haired and bright eyed, in more than a metaphorical sense, wandered without a care through the far side of their village. A relatively settled colony of humanity, sitting comfortably around one hundred and fifty people. The dark wood and pale stone that the bulk of the village was made from gave it a rustic and daunting appearance to outsiders, but those who lived there knew it was not nearly as bad as the colour scheme made it out to be. It was fully modernized apart from the rather gothic building exteriors.

The children were the product of the love of two huntsmen, both at the top of their game. The perfect balance between the energy and body of youth, and the experience that age brings. As such, they were out doing jobs to make a living. As a byproduct of the occupation, the children were often looked after by their grandmother. A women that may have been too kind, but was definitely very strongly opinionated. Said grandparent had sent them on a series of errands throughout the village. During which the children had gotten lost.

"Levi-"

"Cinder. I know where we are." Levi obviously a little annoyed at this point.

"We're going the wrong way."

"Are not."

"Yes we-"

"Gran asked us to go to the chemist to pick up her medicine and that's where we're going."

"We passed the chemist twenty minutes ago…" There was a drop in Cinder's voice as she finished speaking. The drop carried from her voice to her little brother's face, then his body, before he fell to the floor completely. Cinder helped Levi back to his feet with a sweet giggle and set off backward toward their destination.

* * *

"Levi?" Christine nudged him gently once she realized he was lost in thought. He took a moment to regain his bearings, now standing in the doorway of a rather large, relatively empty room. It contained four beds, two desks, some cabinets, a small tabletop counter, and an attached bathroom. The deep brown wood floors were covered by multiple red decorated area rugs that matched the curtains and the provided bed dressings.

All the bags and cases that he and his team had brought with them were scattered loosely around the beds, signaling which beds had been chosen. The beds were two to a wall, leaving enough space in between them to get a small table in there. The corner between the beds was home to the two desks. There was no way it was the most efficient was to use the space, but if they wanted to change the layout it was easily done.

The long haired boy stumbled over to bed that his luggage was surrounding, which happened to be on the opposing side of the room, and promptly fell face first onto the soft surface. He slowly straightened himself onto the bed properly then proceeded to flip himself over. It wasn't surprising to him when he overheard the girls talking about forming some type of sleeping place where they could all fit. He sarcastically loved that about himself. People always seemed to want to get close. In one way or another people wanted to stay around him, to mean something to him. Which would have been great if it weren't for his less than sunny outlook.

Before he could get too deep into his self-loathing he was pulled back to reality by a sharp knock on the door. There was no moment between the end of the knocking and the door swinging open. There, once again come to collect him was Glynda Goodwitch.

"Ozpin would like to talk to you," the pale blonde looked over at the girls that were previously going over ideas amongst each other, "in private." She didn't wait before turning sharply and leaving at her usual hasted pace. Levi rolled his eyes before pushing himself to his feet and slowly following his new teacher.

"See you girls later." Were the last words his team were to hear from him for a short while. They wished him farewell and got back to brainstorming. Once again, Levi found himself slightly losing thought to the sound of the methodic and clear sound of Goodwitch's heels tapping on any hard surface they came across. He didn't even notice when they had made their way to the elevator until he felt the slight jerk of the elevator start to move.

"So, Goodwitch, do you know why he wants me? Or is this just another talk?"

"First of all, it is Miss Goodwitch to you." She was definitely annoyed to say the least. "Second, it shouldn't matter why he wants to talk to you. You enrolled at this school, and as such, agreed to have Ozpin be your headmaster." Instead of making things worse for himself, Levi held his tongue. After a few short seconds, Glynda spoke once again.

"We have information that there might be a raid on a dust warehouse in the area. One of the partial suppliers for Beacon academy." There was a softer undertone in her voice that Levi hadn't heard before. It was buried deep beneath her authoritative tone, but it was there. "There is a possibility it may be linked to your sister." Upon hearing her second addition the dark haired teen dropped the carefree attitude he brought with him. Glynda sensed the change in the air and stopped him before he could inquire. "A small chance. Don't get your hopes too high." Levi sighed heavily.

"I never do."

The rest of the elevator ride wasn't long, but it seemed to stretch out. He'd barely been at Beacon twenty-four hours and there was already a lead. Maybe his luck was changing. He felt the elevator stop with another gentle jerk. Levi made his way out of the elevator without even letting the doors fully open. Glynda stayed in the elevator and gave a single nod before taking off somewhere again. Levi sat at one of the chairs in front of the Clockwork professor and found himself eagerly waiting. A small smirk accompanied by an exhale escaped through the rather emotionless visage before he looked Ozpin straight in the eye.

"You wanted to see me professor?" He slouched in the chair, leaning on his knees. Ozpin nodded before sliding a data tablet over the desk to the young huntsmen.

"We have information that there probably will be a raid on a dust warehouse a few miles outside of Beacon." The gray haired man paused for a brief moment. "I would like you to get there before the apparent time and protect the warehouse."

"So you want us to play night watch? Are there not cops for this type of thing?"

"The police are underequipped to handle the assailants if they happen to possess the skills of a huntsmen." Levi thought the assignment over, as well as what Goodwitch had told him just moments ago.

"You think this has something to do with Cinder?" His eyes were harsher than they would have been if he'd heard it for the first time. Ozpin paused, his lips pursed for a brief moment. His head dipped in thought for an equally short time, before raising it again as if he'd never gone into thought in the first place.

"Yes. I do strongly believe that the attackers will have huntsmen level abilities. High level abilities." The Clockwork Professor stopped briefly once again. The dark haired teen was about to open his mouth to ask a question before the grey haired man interrupted him. "There is one other thing." He took a sip from his iconic white mug. "I would like you to take team RWBY with you." Levi looked at him with a look somewhere between confused and annoyed. Ozpin picked up on the meaning behind his peculiar facial expression and elaborated. "If what they have reported is accurate, and I have no reason to believe they would lie, they have encountered this group more than all other teams in this school combined."

Levi looked at him with disbelief. "Team RWBY?" He stopped to let Ozpin answer his question.

"Yes."

"The same team RWBY that are only newly in their second year of being here?"

"That's them."

"The _same_ team RWBY that is led by what I can only describe as a child in a slightly larger child's body?"

"One and the same." Ozpin's look went from jovial as if he was enjoying the banter to one of dead seriousness. "And I would recommend you do not underestimate them. They are more than capable." His voice also changed in pitch. Again, to match his change in attitude. The deep, and somehow gravely and smooth at the same time voice cut through the air. It would have intimidated most, anyone with a lesser resolve.

"I mean no disrespect to you, or to the girls of team RWBY, but they have not yet earned my respect. Until they can prove that they are worth remembering," at this point Levi started subconsciously putting more emotion behind his voice, "that they are worth fighting with, that they are worth fighting for…" Levi trailed off to recompose himself. He took a large breath in, then let it out slowly. "When they prove, that they should be considered equals amongst me and my team, then, they will have my respect." Ozpin's head had long since tilted down leaning on his folded hands. "If that is all, headmaster, I will get my squad ready and set out. I'm assuming I'll get a location sent to my scroll?" Ozpin nodded his head in a solemn silence. Levi had turned to leave before the older male once again opened his mouth.

"Mr. Aurelian?" He waited for the young man to turn around, to no avail. "Do _I_ have your respect?" Levi could tell there was something else behind this question. There was no way that he had hurt such a powerful figures' feelings.

Without turning to face the person he was talking to, he spoke with barely restrained frustration. "Truthfully Ozpin. You may have my trust and my gratitude, but you do not have my respect." He didn't wait for Ozpin to add anything else to the conversation before walking to the elevator and leaving to prep his team.

On the way down the elevator, he called Iris to ask her to prep his weapons, and to have the team ready by the time he got there. After that brief call, he messaged Glynda Goodwitch to ask her to meet him on the way to team RWBY's new dorm, as she may be needed to authenticate the assignment. By the time he got to his building Glynda had already been waiting, team RWBY's dorm was just adjacent to his own so they went there first.

There was a knock at the door. Yang and Ruby, who had fallen asleep on each other's shoulders whilst studying were both stirred awake by the rush behind it. The faunas' attention was torn from her book and to the door, but it didn't look like she had any intention of answering it.

"Oh, don't get up." Weiss scolded her team for being lazy. Truth be told however, she had been rather slothful herself. She had been lost in various thoughts. Everything from schoolwork, to the still rather recently finished Vytal Tournament, and how the one team from who looked like they could win it all from Haven had mysteriously dropped out of the tournament. And Levi. As if the universe had heard her thoughts, when she opened the door, stood the attractive teacher in white and black, and coming into view behind her was the dark haired teen that she had partially been thinking about. She heard rustling and the door to the room next to theirs shut and lock. Levi was handed his weapons by a sleeveless hand from out of view.

"Hi there Schnee!" Aurelian cheered with false excitement. "We have an assignment, get your team ready. We leave in five." Weiss was surprised by the demanding attitude that she had just been shown. Yang and Ruby had joined her by the door by this point and gave their two cents.

"An assignment?" The dark red haired girl asked with genuine excitement.

"What is it?" Her older sister chimed in.

Levi looked over the glyph fencer's shoulder to lock eyes with the pale lilac of Yang's. "We're playing night guard. If we're lucky we can fight some…" Levi thought over his words carefully. His gaze shifted from the busty blonde to the excited girl beside her. Her silver eyes full of hope and lust for adventure. "Bad guys." He felt silly for settling on those words, but seeing the reaction of the red hooded girl, then subsequently the blonde, made it feel slightly more bearable.

 _'_ _Damn it. They're already growing on me.'_ Levi mentally protested. He hadn't meant to grow attached to anybody this quickly. The scythe wielder let out a high pitched noise of excitement and rushed over to her wardrobe to collect her combat skirt and corset before disappearing in a plume of rose petals. The trail fluttered down the hall all the way to the building's locker room. A cool voice caught everyone's attention coming from just around the corner of the doorway.

"She does know that you're allowed to keep your weapons in your room right?"

"Wait, we are?" Yang asked is disbelief.

"Yeah it's in the second year application form." The brunette haired member of LILC informed the blonde brawler.

"You guys _did_ read it right?" Iris added. The blonde turned to the remaining members of her team, who both sheepishly had already brandished their weapons.

"Oh thanks, guys." Her head was shaking as she turned back to the other team and her teacher. "Give us a minute to get changed." Yang started to pull out her scroll to ask her sister to retrieve her Ember Celica while she was in the locker room as she was closing the door. By the time she had finished typing out her message her teammates had already stripped out of their uniforms and were adorning their combat gear and casual wear.

Blake's skin tight outfit had always done a wondrous job of hiding the frilly outlines of her underwear in Yang's opinion, she'd always wondered about it but never really asked. She looked over to her white haired friend who was in her sport's underwear, as per usual. Something about being the most efficient because looks didn't matter. Yang always just assumed it was to make an excuse for hiding her lithe frame. She got to changing her own outfit, throwing her uniform messily to her bed before skipping over to her own set of drawers to retrieve her brown jacket, scarf, belt, and yellow stockings. Yang had usually worn the rest of her usual outfit under her uniform. By the time she had finished fitting the remainder of her outfit Blake and Weiss had straightened their accessories and attached their weapons. The three stepped from the room to see Glynda had been replaced by Ruby, who had been idly chatting with team LILC. She quickly jumped to her feet, thick boots clacking with the ground. She handed her sister her wrist mounted hand cannons with a cheerful smile and happy acknowledgment. Yang took them from her sister's hands and locked them to her wrists. Levi flicked his head towards the exit and started a light jog leading his squad.

* * *

"How are we getting there? I can only take one other person." The blonde member of team RWBY questioned.

"We were on foot, why? You have a faster way?" The group had left the building and were headed to the edge of campus. The grass and other plant life appearing much darker in the quickly dimming sunlight.

"Yeah, I got a bike." The group had made it to the street, the street lights about to turn on in the setting sun.

"Alright, you and I will take the bike. I'll send the coordinates to Christine, she's in charge until you get to the warehouse, understood?" The girls of team LILC immediately gave a quick nod and were about to split off when Weiss spoke up.

"Wait, what do you mean 'in charge'?"

Levi rolled his eyes and halted the group. He spun around and looked down to meet the pale blue eyes of the heiress. "I mean, you listen to her until you make it to the warehouse, then you listen to me." He paused briefly to gage Weiss' reaction. "Understood?" He repeated himself.

"I do not believe we agreed on this." Her face turned stern.

"Look, Schnee." Levi's voice dropping to a tone of obvious frustration. "This is _our_ mission, I was told to bring _you_ along. And as long as this is _our_ assignment, _we_ are in charge." He took a quick look around the traveling party, who had looks that varied from impatience to disgust, the latter being the white haired girl in front of him.

"And I am in charge of them." His head motioned to the girls of his team, who had mostly already grown fed up with the interruption. He didn't wait for a reply before turning and walking off towards the garage Beacon provided. "C'mon Xiao Long, the sooner we get there the sooner we can set up." He stopped briefly to call to his team. "Be safe." His walk turned into a jog after his team replied giving him similar instructions. Yang looked indecisive but nodded to her team before setting off after her temporary leader.

The remaining six girls' attention was drawn to the beeping of the brunette's scroll, signaling she had received their destination. In her always warm voice that brought the somewhat uneasy remaining members of team RWBY a small amount of comfort. "Come on ladies, it's the warehouse a couple miles east of here." She could sense the unease and recent lack of trust in half their group and turned to face the girls of team RWBY, now walking backwards.

"I do sincerely apologize for Levi's behavior, he just doesn't want his first assignment to go wrong." The remaining girls of team RWBY had now moved their gaze from their path to the deep brown colored eyes cheerfully looking back at them. "I tell you what. You girls tell me if he makes you uncomfortable again, and I'll set him straight. How's that sound?" Her voice, as usual, was smooth and comforting. A gentle smile and a giggle accompanied her offer as she merrily led the group of six throughout the city, weaving around street lamps and various other obstacles, even backwards. Ruby, being the most upbeat, and polite, of her team was the first to reply to the glyph brawler.

"Yeah… Okay…" She diverted her silver eyed gaze momentarily before speaking up again. "I don't mean to be rude, but he's just a little," she paused to think carefully over her choice of word, "intense." Her white haired partner muttered under her breath, still quite enraged from the earlier incident.

"More like unstable." Upon hearing this with their superior hearing, both Blake and Lily chuckled dryly. One out of agreement, one out of knowing the truth.

"Okay, it's in agreement." Christine twirled back to face the direction of travel. "I'll sort out Mr. Intense if he ever becomes too much for you." Iris, who had been quite close, leaned over to her partner and whispered the question that had been eating at her for the past day.

"What's with the sudden energy?" Christine looked at Iris confused. "I mean, you've always been unnervingly nice. But now you're being upbeat as well." The brunette seemingly brushed off the question with a scoff and a flick of her hand, but Iris and Lily knew her well enough to catch the real meaning behind it.

The rest of the walk to the warehouse was rather uneventful. A small conversation here and there, a stop to get some snacks, being passed briefly by the blonde and partial blonde on the motorcycle, and a rather rude early drunk who was quickly sorted out once some of the more intimidating weapons were showed off.

After not enjoying the awkward silence that had taken over the walking group Ruby swallowed her pre-disposition to not really wanting to start conversation with new people because she realized that without Yang, she was the most outgoing member of her team, a rather grim thought actually. Poor Yang.

"So." Ruby's hands found their way to the back of her head. An action probably picked up from her sister. "What brings you guys to Beacon?"

"Levi." Iris answered without giving it much thought.

"Then, what brings Levi to beacon?" The girls of LILC looked to each other briefly.

"When he feels comfortable enough around you girls, he'll let you know." At this point Blake's curiosity was peaked.

"Why the secrets?"

Lily jumped into the conversation saying "Everyone is entitled to secrets. Who he shares his with is his choice." Her voice was much higher in pitch compared to Iris', but she seemed a lot less interested, despite jumping herself into the conversation. The pink head of hair could be seen looking around the environment. An occasional twitch from the pink cat ears, the yellow tips suddenly dropping from vision only reappear a fraction of a second later. Blake saw this and became aware that she hadn't worn her bow. Her ears immediately flattened against her head. She could hear her own heartbeat grow faster. It had been a long time since she had been in public without her heritage hidden by choice. Well there was Sun, but he didn't count.

 _'_ _What is wrong with me?'_ She scolded herself in her mind, her eyes closed and she steadied her breath. _'I am proud to be faunas.'_ She told herself over and over. _'I am amongst friends. They couldn't care less what I am. They see me for who I am.'_ She had almost fully calmed herself before she was interrupted. Hard. By a light pole. She winced from the impact, more of the shock than the pain. She was the only one not giggling at the event.

"Who put that there?" She muttered, admittedly trying to get a laugh. She wasn't feeling herself tonight. She rubbed her forehead with her fingertips and gingerly walked around the attacker. It did well to break the tension, everyone was feeling a little more relaxed.

"You alright Blakey?" Ruby asked between laughing.

"Yeah, I'm fine. Don't worry about it."

Meanwhile, Yang and Levi had just pulled up to the warehouse. He handed back the custom made helmet with built in radio, not that it was used much. Yang was a little shocked that he hadn't fallen off. He didn't hold onto her, or really anything. That looseness did not carry over to once he had left the bike. He had already picked up a brisk pace and was looking around taking up scouting positions. The plan was being made in his head as he moved. Yang had moved her bike inside by the time Levi was ready to look at what it was he was assigned to protect. The warehouse was stacked, floor to ceiling in some places, with large crates of various dusts.

"The start of the year rush I guess." Yang commented absentmindedly as she looked around. The boy in black was too busy scouting out more possible positions to take much notice. Yang could see he was moving with less confidence than he usually carried himself with, and could hear him conflicted under his breath. He quickly straightened up and ran his hands through his hair, substantially loosening the tight pony tail he had it tied back in. Yang heard him take a deep breath as he started to fix his hair.

"Xiao Long. I need you to tell me about your team's specialties. I saw samples in today's matches but not anything with substance." His eyes conveyed that he was already stressing about something.

"Uh..." She had to really think about this one. She'd never really categorized her team before. "I guess I'll start with myself. I'm usually the one trying to take all the big hits. It goes with my semblance. I take hits and I get stronger."

Levi muttered under his breath, not wanting to interrupt the blonde. "Yellow. Tank. Berserker."

"There's Ruby, who is sorta our long range. Her Crescent Rose is both a sniper rifle and a scythe. She's also really fast."

"Red. Sniper."

"Weiss uses glyphs. Mainly to help out the team, but she could deal some nasty damage."

"White. Support. Burst." At this point Yang caught on to his mutterings but didn't stop.

"And Blake tends to lean towards hit and run tactics. She gets up close while a big enemy is distracted, hits it as hard as she can, and usually uses her semblance to get out."

"Black. Rouge." Yang gave him a curious look.

"So whatcha muttering about?"

"I'm making planning easier on myself." He pulled out his scroll, which contained a map of the warehouse, as well as several icons of varying colours. Yang walked over to peer over, or rather around, his shoulder. She watched as he dragged different icons to different places around the map. The icons as well as being different colours were split into two different shapes. What looked to be a crystal and a flower. The red crystal and the deep orange flower were put on the top of the warehouse on the now 3D map, a sight line on the rest of the teams. The white crystal and the purple flower were put at the east, mirroring the yellow crystal and the blue flower. The black crystal and pink flower were put to the north.

"So, do those represent us?" Yang's question was met with a silent nod before the scroll was closed. "Not very talkative now are you?"

"Not at the moment." Levi gave his response as he started walking out of the giant metal roller doors. Yang followed to see him jump his way to the very top of the warehouse. Yang realized she wasn't getting as much information as she wanted from her questions, so she decided to follow him up.

"Have I done something wrong?" The evidence of starting to get upset was all in the tone of her voice and her body language. In Levi's mind, he needed to fix this before it became a huge problem.

"No." He turned and let his hair out. The wind buffeting it backwards. "There's just a lot riding on this mission. I don't want to screw it up." His response put Yang part way at ease. At least the problem wasn't with her. With an almost peaceful look on his face, he called Christine over scroll and asked her to "Inform every one of their assigned colours. And go over the basic codename rules." He then created a brief list and sent it through.

"Xiao Long. From now until the end of the mission you'll be designated 'Yellow'. And you will only address everyone else as their assigned colour." He handed the blonde his scroll and looked over the horizon. Yang examined the list. All the names were surnames, and they were placed next to the given colour. "The reason for the code names is for if they have ears on us. We don't want to reveal any unnecessary information."

Yang gave a solemn nod before chucking the device back to its owner.

"Xiao Long?" Yang gave a hum of acknowledgement. "Thank you. For sharing the information about your team. Would you like to hear about mine in the same respect? It does only seem fair."

"Sure. I got nothing better to do." Levi nodded before sitting back leaning on his hands against the flat roof of the warehouse. It was more or less a giant steel and concrete cube. It was designed to minimize damage to the surrounding area if something were to go wrong with the dust whilst it was in the storehouse. He pat the spot beside him, asking Yang to sit. She shrugged to herself and took the offer. He was better looking with the wind and the setting sun-. She cut her train of thought off. _'Not this again.'_

"I, like you, am the closest range member of my team. But I am a much less aggressive fighter than you are." He didn't need to pause at all before he started on his teammates. "Iris is, also like you, a fighter who gets stronger the longer the fight is, but for a different reason."

"What type of reason?" Yang cut in.

"Whereas you take hits to get stronger, she gives hits to get stronger. I guess you could say she snowballs a fight, but like a snowball rolling down a hill, theoretically given enough hill, it can become unstoppable."

"Hah. So if we fought it would be like the Unstoppable Force and the Immovable Object."

"Not quite. You have a limit to the amount of hits you can take. I am yet to see a limit to how far her semblance can go." He turned his gaze to the blonde to see if she had any more questions about his violet haired friend. Once he was sure she didn't have any he continued.

"Lily is a bit of a wildcard. As you probably saw with her fight with your friend, she becomes unstable during combat. She, as you put it, 'could deal some nasty damage', but her real power comes from her ferocity. The relentless assault she's fond of usually stops her opponents from figuring her out, I don't think she even knows what she's doing half the time. She just feels the adrenaline. She lets it overhaul her fighter's instinct and lets that instinct guide her through battle." Levi gave a single small laugh before he would finish describing his team.

"Christine is, as the team has dubbed it, a 'glyph brawler'. You said Schnee mainly uses glyphs to support her team, but Christine mainly uses them to enhance her own fighting ability." The young dragon gave a sound of temporary contempt. The pair sat atop the roof of the storehouse. Watching the sun set over one of the working districts of the city of Vale. Both students enjoying the wind rustling in their hair, the ambient sounds of vehicles traveling by, birds calling, the sounds of workers rushing to get out of the area. Ozpin had contacted the foreman of all nearby warehouses and factories to inform them of the possible raid, and recommended them to leave early. Most graciously taking the early punch out time.

The atmosphere atop that warehouse could only be described as the calm before the storm. There was the feel of coming tension, the feel of coming battle. But all was still. The sun light turning to a pink hue, about to set behind the tall buildings on the other side of Vale City. Nearly half an hour went by of the two simply sitting and enjoying the view. There was one more question Yang had to ask before she was contempt to go into battle beside team LILC.

"Levi?" Without showing any physical signs of paying attention, he gave a short hum to show that he had heard her.

"Why don't you trust people?" Yang was arguably the best member of team RWBY at reading people. Ruby usually had a good judge of character, Weiss had a way with dealing with all sorts of people, Blake was good at detecting body language, but Yang could read people quite well. She had the most dealings with the widest variety of people. The young man both took a deep breath and released it with head turned down.

"That, like many, is a story for another time." His face turned stony. His jaw clenched and eyes closed. "Why do you care?" He countered. Obviously upset by memories brought forward.

"Because you're a human being." Yang felt as if it were a stupid question.

Levi really wanted to say something that would probably escalate the argument. But refrained himself and stood. He walked to the front edge of the roof to see the rest of the team approaching. He nonchalantly fell forwards from the roof only to roll and tumble to his feet. Yang lagging not too far behind sticking to a three point landing.

Ruby called to her sister while overdramatically waving her hand overhead. The six jogged the rest of the distance to meet up with Levi and Yang. Before team RWBY could start any conversation Levi got right to giving orders.

"Alright, Red. Get on the roof, I'll be joining you soon. Blue and Yellow, you're on west. White and Purple, you're east. Black and Pink, I want you at the front." He looked around at the teams. They all seemed ready for the coming battle. He reached into his jacket and a faint click was heard. He pulled his hand out holding a small black bag.

"Alright everyone, put these in your ears." He handed the bag to the closest person and motioned for her to pass the bag along. "They're short range communicators." After everyone had equipped their ear piece a small sound of static was heard through each ear piece.

"Move out."

* * *

"Branwen." The name mildly shocked Ozpin, not because it were a bad name to hear per say, but because he hadn't expected the young man to know it. The flow of conversation halted abruptly after Ozpin had fallen silent at the name.

"How do you know of that name?" Ozpin's gaze had turned harsh, his voice dropping to one of slight caution.

"We ran into Branwen in one of the forests of Mistral. They were completely exhausted and passed out a few feet from the path. It looked like a fight with a powerful Grimm had put them out of commission, but seeing as how she was alive, she must have won."

"Indeed." As Ozpin was repeating the words in his head, a discrepancy with his own information caught his attention. "She?"

"Yes." Levi hesitated. "She."

"I see."

* * *

All duos had taken their given positions, they were all prepared. Levi's voice echoed through the earpieces he had given to the girls not an hour earlier.

"Does everyone remember the positioning codes?" A chorus of confirmation rung through his own earpiece. "Does everyone remember their given duties?" Another wave of various ways of saying yes made its way to his ear. The low hum and buzz of multiple air based vehicles converging on their location droned into earshot of the students' ears.

"May death find you alive."

A variety of multiple airships which ranged from troop carriers to cargo ships descended into the far sides of the large concrete courtyard. Large metal doors swung open to release the raiding party. At least thirty or so men and women dressed in white armor over black under clothing. Each head was adorned by a light grey mask which covered the entire face bar the mouth and chin with two eye slits.

"It's the White Fang." Blake hissed with disgust.

"These are the guys giving us faunas a bad name?" Lily asked her temporary partner. A slight nod and a drawn weapon gave Lily all the answer she needed. "Let's teach 'em a lesson."

The three groups of fang members formed half circles around the groups of two girls respectively. The air was thick and slow. Both parties were waiting for the other to take the first move.

"What are you animals doing? They're just kids!" A voice slightly distorted by the megaphone on the Bullhead rang across the courtyard. The voice was seething with self-confidence. With a handful of grunts at the remark, the groups started charging at the teens a few at a time.

As the melee started below them, Ruby was getting ready to quickly take aim at whatever her spotter, Levi, would point her at.

The clang of blade meeting blade sang when Blake parried a strike from a fang. The blade clash was quickly taken control of by Blake, she sent the sword attacking her to the ground using the opportunity to use her sheath to bash the anonymous faunas across the face before taking up a defensive stance. He hit the ground as Lily gained momentum in her murder balls. Her eyes widened, but the details in her eyes seemed to shrink. Her head tilted as a smile that spread across her entire face appeared. She let out a maniacal laugh before dashing head first into the attackers. The following sickening thuds signaled that she had just ruined someone's day.

Weiss summoned an ice glyph under a group of approaching white fang members to set Iris up for a wide swing to take the whole group out. The roar of the chainsaw was matched by the splinters and small electrical explosions that swept across the chests of the White Fang.

Yang and Christine were both in melee with arguably the physically biggest members that the White Fang had brought with them. What luck. The exchange of fists didn't last long however, the students proving that they were much more skilled. Christine sent a ball of fire from a glyph in the same fashion as Yang shooting a dust flare at the bulk of their enemy group.

"If you want something done right…" The faceless voice faded from the loudspeaker as a man in a bright white suit jacket made his way out of the back of one of the transports. Levi couldn't see their faces, but judging by the body language both Ruby and Blake displayed, he judged they'd encountered him before. Cane in hand, the man launched a volley of dust flares at the two faunas girls that had flattened the bulk of the smallest force he sent at the warehouse. Levi had to come up with a split second decision.

"Blue and Yellow, break off and switch with Black and Pink. Red, open fire." Blake and Lily used the cover of the smoke from the flares to slip over to the west side of the warehouse. Yang and Christine both created distance from the Fang and booked it to the front side of the building. Yang getting air by shooting her flares downward, and Christine tripling her running speed with use of movement glyphs.

The man in the white jacket instinctively dodged a large caliber bullet from out of sight. "What the?" Another bullet hit the ground as he swiftly moved from its trajectory. "Where'd they go?" The orange haired man in the bowler hat cursed to himself. The taller pair of girls caught his attention as they came into view. He jumped back as a wild mane of gold hair landed in front of him, cracking the ground slightly. The girl stood up and punched her fists together, creating a shockwave.

"Why hello there ladies." His greeting was not returned as the duo charged him. What attacks he couldn't dodge he blocked with his cane. "Why that's a little rude." He gave a huge front kick to the brunette in front of him, sending her back far enough for him to be able to fully turn his attention to the blonde, if only for a second. He sent a punch ground-wards with his cane before swiftly maneuvering his weapon and clubbing the blonde in the back of the head with it. Yang took a clumsy forced roll and stood up with the help of Christine. The man was about to go on the offensive when he was forced to deflect another large caliber bullet that came from up high. His gaze turned upward to see a familiar large weapon pointed in his direction.

"Oh hey Red." His voice sarcastically happy to see her with a hint of intimidation. He raised his cane at the top of the roof.

"Torchwick…" Ruby muttered under her breath.

"How've you been?" He fired two dust flares in quick succession at the crimson reaper. Levi pulled her by the hood into his own body before spinning to protect her from the bulk of the damage. Yang was enraged that he dared fire on her sister, and dashed into another melee with the tall man. Christine followed close behind to send him on the defensive.

Levi groaned as he released the small girl from his grip.

"Uh. Thanks!" Ruby addressed the dark haired boy who had protected her. Seemingly ignoring her, Levi called to Weiss through the earpieces.

"White! What is Purple's state?"

"She's just been getting faster this whole time!"

"White, move to assist Blue and Yellow!"

"On it!" The white themed girl took off around the building to where the two brawlers were engaging the tall man in hand to hand combat. Despite it being two on one, they couldn't land a hit.

"Red, keep giving suppressing fire where needed, let me know if anyone on our side starts losing." Ruby gave a nod and picked off a Fang that has flanking her teammate in black. Levi jumped from the roof as quietly as possible and snuck his way to a smaller, yet still relatively large building.

Iris by now was happily chopping down wave after wave of White Fang that kept throwing themselves at her. Fewer getting up every time. Lily and Blake were dancing in and out of each other's guards as they made swings and shots at the enemy that had surrounded them.

Over at the front of the warehouse Roman was starting to feel the pressure of the fight. Between Red taking pot shots, the pale shorty shooting ice from the ground at him, and the top heavy pair constantly on top of him, the fight was starting to get difficult. They were starting to get small hits in now.

Levi quietly made his way into the smaller storehouse. Door already having been opened. As he peered in, he saw a girl with multicoloured hair rummaging through some manifests. The boy in black killed the lights and hit the button to close the large metal roller door drawing the attention of the girl. The small thud and end of the grinding noise of the door closing signaled that the only way out was either through a window, the moonlight coming through which being the only source of light in the room now, or to put Levi down to open the roller door again.

The small girl gave a confident grin and opened the parasol that rested against her shoulder. She was still in clear view thanks to a moonbeam coming through on of the windows she was under. She didn't seemed threatened at all, it seemed she only turned to acknowledge Levi to strike a pose.

"Well aren't you just adorable?" He returned the smile. He didn't feel his eyes light up. He drew his tonfa and started walking towards the girl slowly. Her facial expression quickly turned from one of confidence and readiness to one of sheer terror. Her eyes, which were previously brown and pink, turned a very pale shade of their respective colours. She closed her floral patterned umbrella and started backing up nervously. He paid no mind to her retreat, he'd seen it done a million times before. It almost always ended up in a surprise attack. Her back hit a large crate with a stencil painted 'Danger! Explosive!' Warning on it. They had a separate building for explosive dust. It was both smart and dumb at the same time.

Levi made a downwards swing against the girl who hadn't moved at all for a short while. He hit what felt like glass. It shattered and fell to the floor, disappearing completely on contact. The girl was now back up to the wall directly under the window. Still wide eyed and showing no signs of wanting to fight.

"You're dedicated to the 'I mean no harm routine.' I'll give you that." Levi taunted before running at the girl to attempt to strike again. Again, he hit the disappearing glass. She was behind him now. Levi quickly spun to strike only to be met by the sun umbrella. He attempted a kick that found no purchase as the small girl dodged out of the way. She froze right after recovering from the dodge. Levi guessed she had shifted again. He looked around the dark room, no signs of her. Until the large door started to creak to life once more. Levi shattered the illusion to suddenly see the small girl over by the door controls. He switched his grip and shot two flares. One at her and one at the mechanical winch that was hoisting the door upwards. The girl rolled to the side and froze right after standing up, the heavy door slammed to the ground once again.

"This is really getting tiresome." Levi shattered the mid stride girl and once again looked around to see the girl in the middle of the room.

Roman had roughly three quarters of his aura reserve drained by this point. If he lived, he was going to kill those kids.

"Hey old man. Sorry we're late." A boy in grey and a girl in green stopped the momentum of battle from a few feet behind Roman. The girls of team RWBY recognized the two newcomers. They were friends from the Vytal festival, Emerald and Mercury.

"Em, Merc! Help us take out this wierdo!" Yang called to the arrivals. Mercury handed his large paper cup to Emerald and stepped forward. He sent a swift roundhouse kick into the ribs of the unsuspecting Christine, sending her back knocking over Weiss.

"Mercury?!" Yang took a few steps back to incorporate the grey haired boy into her defensive range.

"Oh Sorry. Was that the wrong one?" His tone was painfully sarcastic with a grin of obvious amusement on his face. "Let me try again." He sent a flare from his boot towards Ruby who was still perched on the roof, not paying attention to their fight, because she was still giving covering fire to Lily and Blake who were just finishing off the last of their group. The flare hit the roof just below the sniper before any of the warnings made it through to her. She was knocked sliding across the roof after brief air time.

"You bastard!" Yang let out a battle cry, eyes turning bright red. The blonde brawler charged the kickboxer only to be dodged and deflected with ease. Weiss froze Emerald's feet in place barely getting a reaction, before using glyphs to stair her way up to her partner. Christine worked her way to a knee before speaking through the earpiece.

"Pink, Purple. New toys. I'm finished." The brunette grasped her side in agony. She'd be extremely lucky if her ribs weren't broken. That kid could kick.

"Yay! New toys!" Buzzed through the communicators as Lily broke off from Blake, confident she could handle the last couple of White Fang. It was Iris that made their way to the front of the building first however. She was running at a speed that only Ruby could beat on foot as she blistered around the corner, chainsaw in hand on a loose arm behind her. There was a very thin purple mist surrounding her, clinging to her form. She leapt several feet in the air and came down with enough force to obliterate the concreate her weapon had impacted. The boy in grey would have been split in half if he had stayed in place. There was nearly no time in between the impact with the ground and the next swing towards Mercury. He barely managed to dodge the attack that would have been able to cleave a Bullhead in two.

"Uh-" He ducked under another attack. "Em-" He did a backwards handspring to dodge a downward strike. "A little help?" He screamed at his partner. She shrugged with an uninterested expression. The kickboxer turned completely to face his companion. Iris took the opening and sent a huge sideways swing at her opponent, he disappeared at the last second, while Emerald, still grounded, took the shockwave following the swing. She was launched from the ice only to hit the ground and roll up. She equipped her weapons and started firing at the violet berserker all in one fluid motion.

There was a loud clang from just behind Iris' head as she blocked Emerald's bullets with the flat side of her weapon, causing several smaller clangs. She turned her head to see the familiar bright pink that made up Lily's hair. She had swung her flails at the boot of the kickboxer, causing his kick to go off course and forcing him to readjust.

She had dropped her weapon and had backpedaled over to the furthest support beam. Upon hearing that backup for the other side had arrived and taken out Christine, Levi lost his temper. He lunged at the girl who rolled under him back over to her parasol. She did her best to deflect and dodge the next barrage Levi threw out, getting clipped once or twice. The two danced the deadly tango of combat in the pale moonlight, ducking in out out of guards and trading blows. The two clashed and pushed off, sending each other reeling.

The quiet girl had been thrown against the crates of explosive dust. She saw the taller fighter aim his weapon at her from a range.

"Hey. Thanks for finally turning to fight." She readied herself to shield herself from the blast.

"But you shouldn't have shown your fear." Neopolitan realized where she was situated and went wide eyed. Her gaze switched from the crates she was backed into, to the boy that had her cornered, more specifically his glowing eyes, and back again. Levi grinned somewhat apologetic, but mostly sadistically. He tilted his head away slightly before firing a dust flare at the crates beside the small girl.

A large explosion from the other side of the warehouse halted combat. All combatants looked over to see the smoke and explosive residue rising to the air. A brief crackling was heard from the earpieces before Levi's voice broke the static. Roman muttered something under his breath in a panic.

"How's Red?"

"She'll be fine." Weiss informed the rest.

"Those of you still able to fight, pressure the enemy, but keep them there." Levi ordered. Lily, Iris, and Yang had been split off to be picked off one by one. The blonde brawler had chosen to split Mercury of to attempt to take him one on one. Iris, now losing some of the power her semblance brought her because Emerald was such an elusive target. She just seemed to not be where she appeared. Lily had been joined in fighting Roman by Blake, who had dealt with the last standing members of the White Fang.

Yang and Mercury were exchanging blows with ferocity. The hits that made contact where solid, the ones that missed were quickly retracted. As Mercury landed more and more blows he found himself taking more and more damage. This confused him slightly until he figured out that he needed to finish the fight soon.

Iris was slowing down, she could feel the fatigue that came with using her semblance start to set in. Why was it that this girl seemed to be in a different place than she actually is? Was it an illusion semblance? Was it an afterimage semblance? Her attacks always seemed to be so close, but they never found their mark. She decided to go for a wide swing instead of aiming at what she saw. This attack forced Emerald to block, revealing her true position.

"There you are." Iris growled before leaping into an offensive. It was hard for Emerald to block a weapon that was so much larger than her own. The melee between the two became more one sided as Emerald couldn't use her semblance to its fullest anymore, the purple haired fighter had figured it out. Iris started to feel the fatigue fade as she landed more and more hits.

Roman was able to handle the two faunas, barely. He was already exhausted from being ganged up on before. The pair of cats were leaping, dashing, diving, flipping; anything they could to get inside Roman's guard. Despite his exhaustion, they weren't having much luck. The fighting went on for another few minutes, Weiss was tending to Ruby, who had injured her arm in the attack.

"This is fun, we had to leave before I got to fight you in the Vytal tournament." Mercury joked to the blonde brawler who was losing steam. She'd landed a few good hits, but not enough to compensate for Mercury's experience.

"Merc-"The green haired illusionist gasped in pain as she was interrupted by the spinning shards impacting what little defensive aura she had left. The kickboxer glanced back at his partner, saw that she was in trouble, and decided to break off and help her. He feigned a high attack then struck with force where Yang's guard was lacking, effectively knocking all of the wind out of her. As the blonde crumpled in on herself, Mercury sprinted over to assist his green haired friend. The flying kick he entered the fray with took Iris by surprise and connected with her shoulder. The force sent her skidding back about ten feet before she caught and steadied herself.

The faunas were losing energy trying to break Roman's defenses. Between the constant dodging and blocking he did, he had regained some confidence and started lashing out when he could, which didn't bode well for the students. Weiss, having stabilized and gotten the okay from Ruby, was about to leap back into the fray when the earpiece droned to life once again.

"All currently fighting, break off and fall back to defensive stances." The students that were still standing reluctantly disengaged their foe, and formed back around the blonde brawler as Weiss jumped from the warehouse roof to drag her back to where Christine had propped herself up.

Roman, Mercury, and Emerald regained their composure and reformed. As Mercury was getting ready to throw himself at the retreating group, a voice rang across the courtyard, catching everyone's attention.

"Nobody move." As they all looked over, there stood Levi, his glowing eyes hidden by the bright spotlight of the street lamp overhead. He held a small girl held up by the wrists in his right hand, bladed side of his tonfa pressed against her neck. Her once nice clothing was burnt and in tatters. Her head lolled to the side with eyes closed.

"Neo!" Roman called to his small friend, cursing under his breath.

"Oh, so this is yours." Levi emphasized his point by wiggling her slightly as she hung in his grasp. "So this is how this is gonna work. You're gonna tell me who you work for, why you're here, and who you all are." The darkly dressed boy looked at his unconscious hostage. "Or her night might just be cut short." Roman growled at the boy before spitting his answer with venom dripping from his voice.

"You don't look like a killer kid. You don't scare us."

"The fact that I don't look like a killer just makes me a better killer." Levi's voice was calm and cool as he called the bowler hat wearing man's bluff. He pressed the point of his blade into her neck just enough to draw a small amount of blood.

"But you're right. I wouldn't kill her. Yet." Levi took his time looking her over one more time. "It'd be such a waste." He ran his tonfa through what was left of the front of her corset, exposing the bra that matched her hair and smooth stomach all the way down to her belt. Roman was shaking with rage. He felt every muscle in his body tense to the point of pain. He caught himself snarling as he ground his teeth together, almost breaking the enamel of his teeth.

"Now I will ask again." Levi's voice conveyed that he was losing his patience. "Who are you? Why are you here? And who do you work for?" Everyone there was completely dumbfounded. All except Roman, who would have said livid was a huge understatement. Emerald dropped her weapons and raised her hands. She motioned to Levi that she wanted to talk to Roman with small hand movements. She didn't want to admit it, but this boy had all the power right now. Levi reluctantly motioned his head toward the tall man, giving the dark skinned girl the permission she wanted. She slowly made her way to her temporary boss without breaking eye contact with the kid holding Neo. She stood on her toes and spoke up into his ear.

"Roman, we need to leave. Now." Without taking his eyes from his new least favorite person he replied furiously.

"Not. Without. Neo."

"Roman look around. He's got the upper hand and unless you want her dead in his arms, there's nothing you can do about it." The truth hit Roman harder than Cinder ever could. His breathing got slower but heavier. His brow creased even harder. If looks could kill, Levi would have burst into a fiery inferno.

"They go to Beacon. The worst that Ozpin will do is torture her for information. She won't be able to give it to them. And when they realize she can't give them information, they'll hand her to Ironwood, you two have already broken out of there once. And she'll be alive!" At this point Emerald was pleading with Roman, Cinder would not be happy that Neo had been captured. But she would be furious if Neopolitan were to die whilst they were just a few feet away. She backed away from the white coated man before calling out to Levi.

"You can have her. She'll give you any information you want. Just let us go." She spoke with false confidence. Her face stone cold.

"No honor amongst thieves huh? Don't you think that's a little cliché?" Levi hadn't noticed why Roman's face had softened until he felt movement coming from his captive.

"Oh you're awake now are you?" He leaned down to her ear, making sure to give Roman a sideways glance. "I wouldn't recommend struggling, it really won't end well for you." The deep, sadistic tone breathed into her ear sent shivers down Neo's spine. She slowly looked down at herself, then slowly looked back up at Levi. Her eyes now both white.

"Neo! Neo look at me." The small woman's head darted over to the sound of a familiar voice. "Neo. We will come get you. I promise." Neopolitan gave a small shaky nod.

"Did I say you could leave?" The dark haired boy now forcing Neo to lift her head with his blade. "I never agreed with the red eyed girl." Levi felt a small tug on his sleeve. He jerked around to see his small pink friend standing there with a concerned look on her face.

"Levi." She whispered. "That's enough. We have one that they're willing to give up." The taller teen sighed heavily. "Come back to us." He gave his partner a small nod and a soft smile before addressing the group of criminals once again.

"You three, leave. I'm keeping this for now. And if I see _any_ of you again, I will not hesitate to gut her like a fish." Roman let slip a growl laced with the purest rage he had ever felt as he was dragged away by Emerald and Mercury. The White Fang that Roman had brought with him dragged each other to their feet and scurried after them.

* * *

 **AN:**

Well, that took just a tad longer than I thought it would. Working on multiple projects can do that though. I wanted this chapter to get a little darker and more serious than the last, which I'm hoping it succeeded in. I'm also hoping this chapter gets an increase in traffic. The more people I know are reading, the harder I'll push myself to pump this out.

And, just in case, because I know how sensitive the internet can be, I would like to point out that saying Emerald has darker skin isn't racist. It would be racist if I were to use a slur, or say she was inferior because if it. It's like calling grass green.

I would also like to bring to note, I had all of LILC's backstories planned out before volume 4 came out. The similarities get pretty astounding.

Until next time, Joshimitsu


	3. Chapter 3 First Mission, First Failure

**AN:**

 **Hey guys, in the last chapter I wrote it as if Beacon was set on the ground. Sorta forgot that it's a flying school. My bad. We can all play it off as Beacon has ground property underneath the main part lol.**

 **I apologise for this chapter taking a while. With the release of Mass Effect Andromeda as well as other life things, and me just loosing track of time - It's May already! Late May! - I was a little distracted. Please follow and/or review, the more I see the more motivated I am to get these done quicker.**

* * *

"Ozpin." The teen in black spoke into his scroll. Still holding the absolutely terrified Neopolitan. The explosion just a few minutes prior had used up all her aura. Levi had put her on her own two feet, but had kept a tight grip around her wrists behind her back.

"Yeah, the warehouse lost all of its supply of explosive type Dust, as well as minor damage to the courtyard." Blake, Lily, Weiss, and Iris were tending to their fallen comrades. A large, deep purple bruise had already started developing along the side of Christine's right ribs, not the only mark on the group left by Mercury Black. Yang had also taken a heavy hit to her stomach, she felt nauseas but had managed not to lose her lunch. Ruby's left shoulder had dislocated in her near encounters with the duo of dust flares and unlucky landings. The violet haired punk of LILC handed her a handkerchief to bite down on.

"I'm sorry babe, this'll sting." Iris reassured the crimson reaper as best she could before shoving it back into place with a sickening pop. The sound of bone and muscle snapping back into place coupled with her sister's muffled cries of pain was enough to tip Yang over the edge. The blonde wretched heavily, which was sign enough for Blake to know to pull back her hair. Yang's face turned green as she gave her partner a sickened smile before evacuating her lunch all over the pavement beside her.

"We took a beating, but they didn't get away with any of the dust." Between Weiss comforting her silver eyed friend, Blake making sure Yang didn't vomit on herself, and Iris double checking that none of Christine's ribs were broken. That left everyone but Lily with a job. She walked over to her leader and his captive to inform him of the situation, and that she didn't think they'd be able to make it back to Beacon without assistance. She eyed the small girl that was still slightly shaking. Despite herself, Neo had not taken her eyes away from Levi's flat yellow ones.

"We'll need help getting back. A transport for nine." He nodded to his cat-like partner before motioning her back over to the main group. The pink coloured faunas gave the girl that was eye level with her a harsh glare before jogging back to her friends to see if she could help.

"Yes, nine. We managed to capture one of them." The brown and pink head of hair looked down briefly before she felt she was being mentioned again.

"No, I think she'll be good." Levi look down at the girl. "Won't she?" There was no apparent anger or threatening tone in his voice. But he briefly lit up his eyes, this caused the girl's own orbs to turn white once again. That confirmed his suspicion. Neo nodded with a slight tremble to her head.

"Actually," Levi seemed to interrupt the voice on the other end. "I would prefer to handle her. I have ways of getting information faster than any conventional torture would allow." A worried look furrowed his brow before he seemed to hear the answer he wanted. The mention of torture only frightened Neo further.

"I appreciate it Sir, I promise I won't disappoint. I owe you one." With the conversation over, Levi closed his scroll and leaned down to come eye to eye with the short, almost half naked girl.

"You have information I need. One way or another, you will give it to me." Levi stared intently at the girl's face for any sign of breaking. There was apparent fear, lots of it, but no signs of talking. The boy sighed heavily before taking off his jacket. He laid it gently around the small girl's shoulders, her form jumping at the contact. He slowly zipped the front up to cover her exposed skin.

"It's only fair." He said with a shrug before reaching under her hair to grab her neck. She flinched once again at the touch, but obliged when Levi started to walk forward. He walked the few feet required to be with his group once again, all in varying degrees of pain.

"I would like you all to know I blame myself for this. If I hadn't left the battlefield none of this would have happened." Lily rose from her squatting position with a spin to face her leader.

"No, Lee. It isn't your fault. If anything, it's hers." The last word was full of malice, accompanied by an equally angry glance. Lily quickly retracted her anger once Levi gave her a solemn look and a slow shake of the head. She pulled his head to hers for a quick peck on the cheek and a sweet smile before updating him on the condition of his team in a whisper.

"Blake, Weiss and I are mostly fine, just tired. We barely took any damage that fight. Iris is gonna faint any second now." The small girl rolled her neck and shoulders. "Ruby's arm was dislocated, Iris popped it back into place but it is still rightfully sore. Christine probably has some bruised ribs. And Yang got hit with the same force to her stomach, hence why she's spilling her guts." Iris let slip a dry laugh before thinking out loud.

"Most of us got taken down by a single guy." Levi's glance turned to her with worry and mild shock. She noticed this and continued. "Not all at a time. It was a mix of him being fresh and us being not so fresh. He took us by surprise."

"Grey?"

"Grey." Iris confirmed with a nod. "You could have taken him easy. Might have been a challenge for the rest of us though."

"His name, or at least the name he gave, is Mercury Black. He was a contestant from Haven in last year's Vytal tournament." Weiss informed. She had moved onto Yang once Ruby convinced her that she'd be fine, it was just some pain.

"Noted." Levi said appreciatively. "Transport should be here in no more than five minutes." The tall teen informed, he turned to his still shivering captive. The girls of RWBY were wary of Levi, given his previous display. Threatening to kill or violate what looked to be a girl as young as they, and openly antagonising a known criminal.

"I'm going to need to blindfold you. It won't help your mental state, but you need to trust me." He had seemed to be getting increasingly kind and understanding. Neo and team RWBY didn't understand it, he was threatening to turn her insides into outsides a minute ago. LILC had seen it done before however. They knew exactly what would happen after he was done getting any information he needed. Levi reached into his coat once again, this time, pulling his hand out with a strip of black cloth. He gingerly tied the soft fabric around the frightened girl's head at eye level.

"How much do you actually have under that coat?" Ruby asked trying to distract herself from her quickly healing arm, thanks to her remaining aura.

"I have everything I think I might need." Levi replied distractedly, his focus on making sure Neo couldn't see through the fabric.

"Why not use all those pockets on your pants?" The silver eyed girl asked a little confused.

He answered wordlessly once he was sure the blindfold was secure, he pulled out multiple different types of ammo from various pockets.

Lily's left faunas ear flicked quickly before she informed the group that the transports where near. Blake nodded in confirmation as she rubbed Yang's back. She seemed to be finished making a mess of the area.

As the airships came to ground, those of closest height of those injured helped them to their feet and slowly walked them over to the troop mover. The wind from the roaring engines buffeted all the students' hair and clothing. Beacon security staff stepped out from the large metal sky transport. They formed a semi-circle around the students as they made their way onto the large Bullhead. Inside was seating for eight, and enough room for two to stand.

They passed the injured and the captured up to those that could manage. Levi jumped up first, pulling Neo with him and promptly sitting her in the far corner, her arms now wrapped around herself. He carefully pulled Christine up by the underside of her shoulders, guiding her to a seat closest to the door. Yang was reluctantly handed over, Levi gingerly helping her to the seat opposite Christine. He grabbed Ruby's good hand and helped her climb into the airship, she took a seat beside her sister. He helped the rest climb in, Lily being last.

"Lil, you're gonna need to stand this time." She nodded and dragged the door to a close behind her as she stood looking over the rest of the passengers. Levi took his seat in between Neo and Iris, the later almost instantly passing out on his shoulder. He put his other arm across the front of the nervous girl on his other side. Still blindfolded, the unexpected contact made the girl flinch slightly.

 _'What has Cinder done to you?'_ He asked himself mentally. Seeing how scared this girl was of one of the only traits he and his sister shared, it raised more questions than it answered. As the Bullhead took off and the security forces started sweeping the area, the familiar rocking of the giant hunk of metals caught the attention of all those that were conscious.

The ride back to Beacon was uneventful. The first words spoken since the group boarded was the pilot informing the group that they had arrived back at Beacon. The teens started gingerly shuffling back onto solid ground.

"You're going to have to hold onto me. I'm gonna trust you not to run away, okay?" Levi spoke softly to Neo, who gave a very small nod. At least she'd stopped shaking. Levi picked Iris up bridal style from her seat and waited for Neo to show some sign of being able to follow. After a few seconds of waiting, she slowly reached out and blindly grabbed the yellow shirt which he wore under the jacket he had temporarily given her. Weiss thanked the pilot as he took off.

It was late, so most of the students had already resided to their dorms. There were a few stragglers but they were most likely just preparing to go back to their dorms as well.

The group of nine made their way through the school grounds, passing a few individuals who gave them various looks. Some of the first years that had not made their way back to the hall for initiation the next day gave the group looks of admiration as they passed by. Some of the older students, those with a more trained eye, saw their battle scars. They moved aside respectfully, news of the explosion spreading quickly. As the group made their way to the medical building, they ran into a familiar scarlet head of hair. Her sharp senses quickly picking up that the group of people she had been waiting for were approaching, she turned to greet them cheerfully.

"Hello agai-" She cut herself off once she saw the sorry state the group was in. With worry on her face she got to fussing over everyone. "What happened? There were eight of you, just who did this to you?"

"You remember that kid, Mercury Black? Turns out he was a bad guy. So was Emerald." Blake spoke in a cool tone, but she appreciated the concern. Pyrrha was dashing around the group as they walked making sure they weren't seriously injured. She stopped once she got the the blinded girl roughly Lily's size.

"I don't mean to be rude, but who is this?" Neo turned away from the inquiring voice.

"Don't worry about her." The normally darkly dressed teen spoke with the most authority he could manage. But he was exhausted. His main, and only, focus now was getting his team to the infirmary. With Levi carrying Iris, Yang leaning on Blake, Lily supporting Christine as best she could, and Weiss keeping an eye on Ruby, the group slowly made their way to the medical wing of Beacon. Pyrrha had offered to help Christine as she could see the height difference between her and Lily was uncomfortable, but she was told it was fine and was sent back to her room after wishing them the best. The group was in solace once again. Apart from the tapping of heels and boots hitting the ground, and the occasional groan from one of the students, the journey was once again, in silence.

 _'First mission. First failure.'_ Levi scolded himself, he knew Ozpin had the upper hand in their relationship, especially after agreeing to let Levi take care of the girl. The group was greeted by medical staff that were waiting for them as per Ozpin's orders. The school nurses guided the students to empty beds, and gently started assessing the injuries. After a few minutes of investigation, the nurses established that there were no serious injuries, and that the injured should be fully healed in two days. Aura is a wonderful thing. Those that were able thanked the staff for their work.

Lily hadn't taken her eyes off of Neo since she was sure her friends would be okay. The glare she gave the blindfolded girl was one not easily deciphered. It hinted at a wide variety of emotions ranging from distrust to anger, from spite to jealousy. As the girl sat next to her leader, still huddled into herself, one hand reached out from the black jacket a few sizes too big for her to grab at him. Lily knew this was the process, but it didn't mean she liked it. She noticed Levi pull out his scroll and type something before laying to rest in his lap and tilting his head back pointing at the ceiling. The faunas softly walked across the room from beside her brunette friend toward her leader. Her pale orange eyes glanced down at the message typed on the scroll, it was Levi asking Headmaster Ozpin to meet them at the room, as bringing his captive with him to Ozpin's office may cause problems.

"Lee?" She was met with a hum. "Are you actually okay?" She got a shrug in reply. A sad look spread across her face before she steadied her resolve and laid her head gently on his shoulder after sitting next to him. Levi lifted his hand to rest it on her lower thigh and let out a deep breath. He tilted his head to the right to get closer to his pink themed friend.

"She knows Cinder." He whispered with contained relief and joy. She smiled back up at him, almost excited as he was. She grabbed his arm and held it close to her body. Levi didn't make it known that he had felt the small girl tense up on hearing the name. He carefully placed his hand on Neo's smaller one, not unsurprisingly eliciting a flinch from the probably white eyed girl. He moved his head once more to whisper to the captive.

"Look, Neo was it? You don't need to be scared of me." He whispered as reassuringly as he possibly could. "You probably should be," he trailed off, "but I digress." He squeezed her hand gently before he continued. "I won't hurt you. I don't know what about me it is that scares you, but I can assure you that whatever it is…" Levi found himself silent a while after he had stopped conversing. He sighed and straightened back up. Being comforting had never been easy for Levi, it wasn't his strong suit.

* * *

"I see." Ozpin had not expected this. To encounter Raven Branwen at all in the past eighteen or so years was rare in and of itself, but to encounter her without her wanting so, unconscious or not, was astounding.

"Yeah. She was looking rough so we carried her off the path to a clearing to make sure she wouldn't die on us if we brought her to where we were going. As it turns out, she's real tough."

"Did she attack you?" The green suited man asked with surprise.

"No. Nothing like that. Well, almost. But it's just that…" Levi was at a loss for words. What he saw was hard to describe.

"Her extraordinary Aura reserve?" Ozpin offered.

"And all that came with it." The darkly dressed teen added. "We could see her injuries healing themselves, it was noticeable by eye. And the sheer presence she has, it's not someone I'd look forward to fighting." Levi seemed to grow distant just remembering his encounter with the tall woman.

"I wouldn't worry about it young man. I doubt you'll be seeing her again." The conversation was more of a way for both parties to gauge the other, rather than an actual conversation. They matched each other's intensity, joked when the mood was lighter, and shared a mutual if not comfortable silence whenever the situation arose. After a couple of hours of interviewing the teen, Ozpin's voice shifted back to his head of a school voice.

"Mr. Aurelian. From what I can tell you are of no danger to my students." The Headmaster informed Levi of his thoughts before he was interrupted.

"I could be. You'd never know until it happened." His head suddenly lurched forward when a blur of moderately pale flesh came into contact with the back of his head and returned the it's owner's blue coated side. He rubbed the back of his head with a slight cringe on his face before eyeing Ozpin again.

"But I mean no harm to anyone currently on this school's grounds." With a well-hidden giggle Ozpin continued on with his train of thought.

"I will have you inputted into Beacon's database before tomorrow's lessons begin. I expect you to be there."

"We greatly appreciate it Headmaster Ozpin." The brunette shared with a soft voice and a gentle smile. The two shorter girls gave synchronised nods in agreement with their taller companion's statement.

"We'll be back here before seven in the morning for any preparations you would like to make. And thank you again." Levi offered a hand to the head of Beacon, which he accepted. With a nod of approval from Ozpin, the group that would come to be known as team LILC set out to spend their last night in the apartment they had temporarily been staying in for their duration in Beacon City.

* * *

A knock on the door to the room got the attention of all who hadn't fallen to exhaustion, which weren't many. As Ozpin opened and walked through the light brown door with opaque glass, he met the eyes of Levi and Blake, and the black blindfold that had been tied around what looked to be a young girl's head.

"Miss Belladonna. Mr. Aurelian." He greeted them both with a respectful nod. "I trust that no one was critically injured?"

"The doctors said they'd be completely fine in a couple of days at most." Blake's flat voice rung through the air.

"That's wonderful news." Ozpin smiled. "Mr. Aurelian, I assume this is our… Guest?" Levi nodded slowly. Ozpin's gaze trained its way to the point of contact, where the small blindfolded girl seemed to be clinging to Levi's presence for dear life. "You have met prior?" Levi shook his head with an equally slow speed. "Well, in any case." Ozpin started. "Are you sure you can take care of her?" Tired gold eyes locked to aged brown.

"Give me a secure room and anywhere between, if I'm lucky, two days, and if I'm unlucky, three weeks and she'll be willing to tell me her life story. And her darkest secrets." Neo's grip on Levi's sleeve loosened, her mind wandering to just what her supposed friends had left her too.

"How much could you do in about nine hours? You are still a student here." Ozpin asked with a well-hidden smirk.

"Nine hours Ozpin?" Upon hearing the name that she had learned to dread, Neo's grip on Levi's shirt tightened once again. "In nine hours she might not want to leave." Levi moved his hand to rest on his knee. "If we're lucky." He added with a troubled look on his face.

Ozpin nodded solemnly. "I assume you can handle her until tomorrow?" He asked although he felt he knew the answer he would receive.

"I should be able to." Levi replied almost nodding off. "If I can't however, I'm sure you can take her."

"I should be able to." Ozpin returned, amused with himself. This earned a single laugh from the black and yellow haired teen. They exchanged nods with slight smiles before Ozpin departed. The room grew still once again. The only sounds were the various breaths and pained moaning from the sleeping students.

Blake, not having much else to focus on, decided to give another glance at Levi and his captive. The small girl seemed to be as tired as the rest of them were, but was understandably not letting her guard down. Neither had Blake. She was ready to spring into action in case the blindfolded girl tried anything. She had slipped one hand back into the leather jacket, still keeping contact with the teen with the other. The ball she had curled up into seemed to be more relaxed than when they had first entered the room. Much to Blake's surprise, the girl hadn't even tried to remove the blindfold. Either she was petrified of Levi to the point of obeying every order, she had cut a deal with him, or she really did know him before today. Blake didn't know which she preferred.

Then there was Levi himself. The obviously exhausted, both physically and mentally, teen in the black bottoms and form fitting yellow top. His body looked like it could barely be more relaxed with how it was slumped. But Blake had the feeling that there was a typhoon of thoughts in his head. His gaze was distant, seeming to stare right through the wall across from him. He might have been completely immersed in thought, he might be one to sleep with his eyes open, or he might just be staring intently at the wall. Blake couldn't tell. And she didn't like it. So much of this group of people was secret, they were all so closed off. And why did Levi matter so much to them all? Blake shook off her thoughts. She was just overthinking out of exhaustion. It had happened before.

Blake's own head tilted to the ceiling. She was just about ready to feel the sweet embrace of sleep for herself, but something stopped her. An urge she felt about things that caught her attention. She was curious.

"Levi?" The calling of the boy's name seemed to fall on deaf ears. "Levi?" She was slightly more forceful in her pronunciation of the name this time.

"I'm listening." It seemed the coming conversation was second priority to him.

"Why was it suddenly okay to stop using the codes?" She was referring to the fact that as soon as Roman and the rest of his raiding party had left, he went straight back to using real names rather than the colour code names that he was persistent they all use. "Are you not worried about her escaping and reporting back to Torchwick?"

"No." The short response wasn't out of confidence in himself, but rather as if he was stating a fact.

"And why is that?" Blake's facial expression shifted to her somewhat guarded slight head turn that her team had come to recognise.

"Because I know she won't."

"How could you know that?"

"I trust her." Blake was taken aback and slightly enraged by the statement.

"How can you _trust_ her? She works for Torchwick." Blake's voice had started to raise slightly. "She'd kill you without a second thought given the chance." Levi had still not made eye contact with the faunas.

"No she won't." He obviously wasn't putting much effort into the conversation.

"How can you be so certain?" Blake almost shouted. Various people stirred around the room. Lily, Weise, and Christine being the only ones to actually wake up. The former two because they had the energy to be awake, the later because of how alert she naturally was whilst asleep.

After a second or two Weise quickly straightened up, snapping back to consciousness. Her memories of the night and the situation not too far behind. "Blake, what's the matter?" Her voice was projected with exhaustion, but obvious concern. She rubbed a groggy eye whilst turning to her teammate.

"Levi what's going on?" Lily barely reacted to suddenly being woken. Her voice was barely a whisper as she snuggled into Levi's side. Christine however had a much more drastic reaction. She immediately sprung up in her hospital style bed. A glyph summoned in her right hand with her left in a guarded position. She instantly regretted her instinctual action as the immense pain from her ribs caused her to gasp in constrained agony.

"Christy. We're okay. You need to sleep." Levi spoke softly as he walked to her side, leaving the two girls sitting with a gap between them. "You have to take it easy." He put a hand on her upper back as to help her down gently. Once she was on her back again she gave her leader a thankful, if not pained, smile. She rested her hand on his after he cupped her cheek in reassurance. It wasn't long before her eyes closed and she once again left the waking world temporarily.

Blake sighed and turned to the heiress.

"Everything's fine Weiss. Just a little heated conversation is all."

"Conversation about?"

"Her." Blake nodded her head towards the blindfolded girl. The pale blue orbs studied the girl in Levi's jacket.

"Hey Blake?"

"Yeah Weiss?"

"Didn't we run into her on the train that was carrying those explosives from Mountain Glenn last year?" Blake searched her memory for a moment before a look of slight enlightenment spread across her face.

"Yes. I believe we did." Blake's distrust of the girl grew. "She also helped Torchwick get away when we fought him in the mech." Weiss nodded in agreement before she reached for her rapier that she had laid beside her. Blake stopped her wordlessly with a raise of her hand and a shake of her head. It wasn't an expression of wanting to protect her girl, but one that gave the message of "I was getting to that." The white dressed girl nodded in understanding and put her blade down again.

Levi, once making sure his friend was once again asleep, slowly made his way back to his seat. He parted the girls before planting down for what he wanted to be the rest of the night. He look at the members of team RWBY that had watched him take his seat.

"Don't you know, Belladonna, that curiosity killed the cat?" He spoke in a hushed, but full voice and a cheeky smile. Both sets of eyes currently on him narrowed. Lily growled and punched him in the kidney, which he chose to ignore. The atmosphere in the room was tense. It almost seemed like an ill taken word away from exploding. Several minutes went by before there was a break in the silence. A feint buzzing, amplified by the almost silent room, caught the attention of everyone.

"Can I trust you three with looking after everyone?" The young man didn't wait for an answer before rising and dragging Neo with him. "I'll see you all tomorrow." Levi walked his captive out of the room and disappeared down the hallway. Weiss waited until he was out of earshot before speaking to Lily, who was still half asleep and missing the warmth beside her.

"What is his problem?" The heiress hissed, getting fed up with the boy's attitude. In between yawns came Lily's reply.

"What's yours?" Her eyes closed once again as she laid on her side using her arm as a sort of pillow.

"Mine?" Blake rolled her eyes upon the incoming rant. "He has been nothing but rude ever since he arrived-"

"Could say the same for you." Lily cut her off from her sleeping position.

"He has brought a dangerous criminal into _school grounds_."

"She doesn't seem dangerous to me." Lily mewed in what even Weiss and Blake found to be a somewhat cute way despite the situation.

"You never fought her." Blake cut in. Lily yawned again and stretched out her limbs. She moaned slightly on a quiet cracking release in her back.

"That's true. But Levi brought her here. If he trusts her so do I." There was a long pause. The atmosphere shifted in the room. The trio sat there in silence. Lily not being able to sleep decided to just lay on her back facing the ceiling with her head on her hands. The girls of RWBY were deep in thought.

"He means a lot to you, doesn't he?" Blake's voice broke the silence. It was softer than before, more caring. Lily nodded with a blissful smile across her lips.

"The world."

* * *

It was still dark. Whatever this blindfold was made of, it wasn't even remotely transparent. The floors changed texture and consistency occasionally. The hand on the back of her neck made her both uneasy and comforted her at the same time. She didn't know who this boy was, and she didn't like it. Those eyes. Those eyes are what put her off guard. Maybe she could take him in a fight and try to escape. She didn't have her umbrella, and if he was anywhere near as good as the other with those eyes, she wouldn't stand a chance anyway. She couldn't use her semblance either. He'd already figured out her illusion ability. To an extent. The best thing she could do is bide her time. She'd get away, back to Roman, then tell him about this kid. Hopefully the boss bitch wouldn't overreact to not being one of a kind anymore.

A slow, thick click brought Neo out of her train of thought.

"Feel free to take the blindfold off now." Levi's voice broke the silence. He spoke as if talking to an old friend. As if he spoke of a trivial matter, and not to someone he had kidnapped. Neo obliged his request, happy to have her vision back. What her sight met was not what she had expected. Her gaze was met by a cushy room. Furnished for four people, but it didn't look like it had been lived in at all recently.

"Take a seat." His voice seemed to get warmer as he talked. Was he doing that intentionally? She humoured him again and took a seat. Neo cautiously walked to one of the desk chairs in the corner of the room. She spun it away from the desk and gently planted herself in it. Muscle memory taking over as one leg crossed over the other and her hand met her hair and began idly playing with it.

"Oh?" Levi questioned himself amused. "You're more confident now that we're alone?" The small girl with brown and pink eyes gave a confident smirk and a slight shrug accentuated by her head and eyebrows.

Levi walked over to the desk that Neo sat in front of, plucking a pen and a scrap of paper and wrote a short message on it before folding it up and walking over to the door and sliding it under.

"Well. We're in here until someone observant walks passed the room." The taller person in the room slowly made his way to one of the beds and fell back onto it. "Get comfy." His hands found the back of his head and his legs crossed.

* * *

"Ozpin, are you _sure_ letting that boy take care of the captive was the right choice?" The large window that made up the back wall of the Headmaster's office gave a wonderful, unobstructed view of the rest of Beacon academy, as well a much more distant view of Vale city below. Ozpin and Glynda stood watching the few dorm lights gradually turned off. What sparked Goodwitch's question was when she saw the light to the unused room Ozpin had allocated for the time Levi had asked for.

"I agree that I am giving him too much freedom considering who he says he is." The head of pale blonde hair turned to the aged grey. A look of curiosity in the bright green eyes.

"But that's exactly why we need him on our side." The Headmaster spun and strolled over to his desk.

"If Qrow's information is correct, Cinder Fall is the one that attacked Amber. She is capable of that kind of power, we know that much at least. But we have no idea what this boy is truly capable of." Ozpin's voice carried weight as he looked through his documents.

"Are you suggesting that he lied on his enrolment forms?" The right hand of Beacon turned to face Ozpin, genuine intrigue evident in her voice.

"No, I'm thinking about the damage he could do if he has told the truth." A slightly confused look spread across Glynda's face once again as she thought of what Ozpin could have meant. She went wide eyed after she remembered just what was filled out under the 'Semblance' section of the forms.

"You don't mean…"

"Unfortunately I do. If what he shared is truthful, then eventually even we will falter to him."

"And if he got his hands on Jacques Schnee, or even James…"

"This boy may be just as powerful as the Maidens."

* * *

Ten or so minutes had passed in silence. Levi could feel the stare of the short girl on him, unwavering. She hadn't moved or readjusted. Or if she did, it was silent.

The quiet sound of pen on paper broke the silence that had taken over the room. The scribbling continued for a short moment before the sound of the blunt side of the pen being tapped against the table called for attention. Levi's head lazily tiled to his right, letting gravity do most of the work. He read the message written on the notepad held up by the small girl.

 _"So why opt to 'keep' me?"_ Levi found the question amusing. Making sure to have the girl's eye contact he gave his answer.

"Like I said, I can get information faster than most other forms of torture." He paused for a moment before adding more to his statement. "Unless you're loose that is." A look of confusion and very well hidden frustration spread across her petite face. She started scribbling a response quickly.

 _"I don't think you have to worry about me being 'loose'."_

"Well that's a plus. It's no fun if you are." At this point Levi knew what the conversation might sound like, but decided that he might be able to break the composure of the dual coloured haired girl faster if he kept the innuendo going. The sound of pen on paper filled the room again as Neo wrote out her words.

 _"I was going to say the same thing. I'm assuming you're a catcher?"_ A smug smile spread across the lips that rested under the brown and pink eyes. Levi nodded at the girl out of some type of respect. He swung himself around to sit up facing Neo.

"Ooh, I like you. You're fun." The teen in the yellow top rolled his neck in an attempt to relieve some of the stiffness. "But no. I chose to take care of you because, as I said, you have information I want. And I can get it faster than I could with imprisonment."

 _"Or torture?"_ Neo's facial expression was serious, all playfulness seeming to fade away. Levi thought his answer over carefully before speaking it.

"Depending on your mental fortitude, yes." The room grew tense. "Unless you're into that sort of thing." The atmosphere was ruined. The pen was back at work with an almost disappointed pace.

 _"You sure know how to read a mood don't you?"_ Neo's face had a look that gave the impression of a playful disbelief. Levi chuckled upon reading the rhetorical question.

"I try." Levi rose to his feet to walk over to the desk that Neo was seated at. He spun the second chair around so the back was facing Neo, then sat down at it facing her. With hands on the top of the backrest, and chin on his hands, he spoke to her again.

"I propose a game. I ask a question, you answer, then vice versa. Sound good?" A look of curiosity spread across Neo's face, before she put her writing hand to work again.

 _"I'm assuming you want truthful answers?"_

"It'd be nice, but neither of us have any way of telling if the answer is truthful or not." Levi extended an open hand to his conversational partner. "So I give you my word that I will tell nothing but the truth to the best of my knowledge." The short girl narrowed her eyes slightly before regaining her confident smile and taking Levi's hand with a nod.

* * *

Yet another scream of frustration accompanied by the screech of metal being bent by force echoed around the warehouse Roman Torchwick had been using to store most of the dust in Vale, as per orders of Cinder Fall. Multiple steel support beams as well as his own weapon, Melodic Cludgel, had felt the wrath of his enraged outbursts. His vision red with rage, and vocal cords strained from letting his frustration be heard.

"Calm down Roman." Emerald was fed up with watching her temporary boss' tantrum. A headache long since birthed by the screeching of both metal and man. Red eyes shut tightly as she rubbed her temples to try to alleviate the uncomfortable pulsing.

"Calm down? Calm down?!" Green eyes set on the head of green hair, wide and twitching. "That little fuck has Neo! Ozpin has Neo!" Roman had walked right up to Emerald as was screaming in her face. Mercury rose to his feet, ready to jump in in case things got violet.

"You heard her old man. Chill." He tried to make himself look imposing without looking actively aggressive. Not too much effect, seeing as how Roman was both taller, and more experienced in both combat and people.

Roman held himself back when he felt ready to put the punk back in his place. The visual change in intentions clear to everyone. He threw himself into a chair with accompanying desk and pulled a tall bottle of hard liquor from one of the drawers.

A long absence of words took over the warehouse break room that had been set up as an office of sorts. Sounds of White Fang workers bustling outside, Mercury returning to his comics, and Roman drowning himself in liquor in his rage. The moon was high in the sky, starlight blocked out from the city due to the vast amount of unnatural light.

The atmosphere in the room tense, but settling, Emerald felt is what an appropriate time to break the silence.

"We need to figure out who Ozpin's new toy soldiers are. They didn't fight like students." The sharp sound of glass heals clicking on concreate broke her train of thought.

"Ozpin's new toy soldiers?" The voice cool and sultry, confident and intrigued. Upper back length black hair and bright golden eyes caught the attention of Emerald and Mercury. Accompanied by fair skin and a red cocktail dress.

"Yes ma'am." Emerald addressed Cinder Fall with a nod while jumping to her attention. "Tonight's dust raid was, interrupted, by team RWBY of Beacon accompanied by four more. They were on par with me at least, and managed to capture Neopolitan." A pained growl was heard from the table as Roman refilled his glass for the third time. Cinder gave an intrigued hum with a raised eyebrow.

"Yeah, they had the old man on the back foot before we showed up." Mercury added with a smirk. Cinder walked over to the man in the white coat, hat now resting on the table beside his bottle. She draped her arms around his shoulders.

"They had you beat Roman?" Her tone seductive as it usually was while she was in control. A confident smile across her face ever since she entered.

"I had to stall. I was keeping them away from the dust." He paused briefly and took a deep breath before continuing. "Neo snuck around back to get the explosive dust as planned. But they were more organised than school kids should be. Me and your kids had them distracted, and were starting to outlast those little shits. There was an explosion. Then _he_ showed up." Roman slammed his glass onto the table, small amounts of liquor spilling from the glass.

"Who showed up Roman?" Cinder was completely unreadable. At everyone's best guess, it was a calm before the storm.

"The kid wasn't like the rest of them. He was hiding something. He stopped the fight and Neo was unconscious and he had her and…" Roman began slipping back into rambling before Cinder put her right hand on his face and turned his to parallel her own.

"Roman. You really should calm down. Furious isn't a good look on you." As green eyes gazed into glowing gold, Roman felt his senses return to him once again. It wasn't a calm he wanted, as much as one he forced himself into.

"The end of it is we didn't get any dust, Ozpin now has Neo, and I really hate this new kid."

Cinder straightened slowly, hands dragging along Roman's shoulders. She looked to Emerald and motioned for her to follow as she walked passed. The dark skinned girl obliged with a nod and followed her boss out.

The next hour was spent Emerald recreating what she could of the night's events for Cinder using her semblance and the information she obtained from various White Fang members as well as her own experience. It was the easiest way to give the most accurate reports. Details weren't always perfect, but Emerald had one of the best memories that she knew of.

Although, Emerald always looked a little better.

* * *

"And, as you can assume children, whenever the creatures of Grimm would invade a battlefield, the armies that had been engaged in battle with one another called a temporary ceasefire long enough to eradicate the monstrosities, before continuing to fight each other." The unkempt green hair and loose yellow tie dashed around the classroom at astonishing speed. Even if he didn't notice it, Professor Oobleck only had the attention of half his class at best. The few that were paying attention were tired of having the same lesson drilled into them for the past few classes.

Ruby Rose had taken this time to sketch up some plans for modifications to Crescent Rose in a small notebook she carried to everywhere except combat. The drawings were somewhat complicated to decipher for anyone that didn't understand where they stemmed from. Weiss was diligently yet reluctantly taking notes on the lesson for what felt like the hundredth time. Blake had her chin rested on her hand as she lost herself to her own thoughts about nothing in particular. Yang had lost interest and fallen into a nap about ten minutes into the lesson.

On the other half of the room, Jaune had lost track of what the professor was saying and decided to just pretend he was paying attention. Nora was snoring quietly enough to not distract Oobleck, but loud enough to distract those around her. Pyrrha followed Oobleck's frantic movements and was listening for any changes in information he gave. Ren had taken out a sketch pad and begun drawing a scene of war based on the descriptions his teacher was giving.

CRDL were talking quietly amongst each other about nothing in particular. Just usual 'Who or What would you rather?' type games. Short notes were being jotted down between them.

LILC were together in body, but minds were split. The small faunas was fuming that Levi smelled like that girl he ran off with. Iris, in her still absolutely exhausted state, had convinced herself of Lily's point of view and that he was slowly trying to replace them. Christine was just upset that he wasn't there when she woke up. Rather than try to argue his point, Levi just let his girls be mad. It usually worked out for the best, and required less effort from him. None of them payed any attention to Oobleck.

"I still can't believe you…" Lily hissed at the black and yellow clad male while fiddling with what she saw as a string that required to be tied around her neck due to the uniforms. Her complaints seemed to fall on deaf ears.

"Many settlements were lost to the Grimm, due to their best warriors being away to fight in the War." Oobleck's tone was sombre. His head dipped slightly and his erratic movements settled. "Most of those settlements were never reclaimed."

The lecture seemed to go on for hours.

"Hey Weiss?" The dark red haired leader of RWBY whispered to her friend. She got a hum of acknowledgment in reply. "We have combat class next right?"

"We do. Why?" The heiress turned her full attention to Ruby. It's not like she was missing much anyway.

"You think Ms Goodwitch will take it easy on us? We got pretty banged up last night."

"It's possible. But the argument could also be made that enemies would not wait for a professional huntsman to be fully healed."

"But we're still just kids." Ruby whispered with slightly more emotion.

"We have to learn at some point." Weiss replied with a shrug. She stopped Ruby when she tried to argue further, and got back to her notes. Right where she expected to be. Ruby gave an exasperated sigh before returning to her notepad.

Once again, students were relieved of their boredom by the sound of the bell ringing throughout the large school.

Students flooded into halls, hurrying off to other classes. Second year students made their way to the change rooms to prepare for combat class. Teens made their way through the locker room to their equipment lockers to pick up their uniforms and weapons. Changing and shower rooms were attached to the back of the long room.

Blake watched carefully as LILC wordlessly entered their room. She joined her own team in, the admittedly nice for a school locker room, team dedicated multipurpose rooms. There was something up about them. Something that didn't sit right. The fact that Lily the night before refused to give any information apart from trivial things about herself alone only cemented that further in her mind.

"Hey Ren?" The constantly cheerful voice of Nora sparked conversation in her team's room.

"Yes Nora?" Her relatively short male friend replied.

"I wanna fight Iris again."

"And why is that?"

"Because I totally had her last time!" She erupted. The large majority of her clothing hitting the ground at once. "Before further injuries occur…" She mocked her teacher.

"I'm sure she'd be glad to fight you again." Ren assured her without actually knowing if his words were truthful. Ren's mind was on the potential glitch in the Aura trackers that no one else seemed to notice. He'd bring it up to Goodwitch after this lesson.

"I do hope Ms Goodwitch takes it easy on team RWBY. They looked unfit for combat last night." Pyrrha thought aloud. It was her nature to worry about others. She wrapped her corset around herself and began tightening it behind her back.

"I'm sure she will Pyrrha. Ms Goodwitch may be strict, but she isn't cruel." Jaune's words immediately brought a smile to the champion's face. He pulled his tops off and slid into his hoodie. "Besides, those girls are tough. A lot tougher than I am." He added with a sheepish grin and a dry chuckle.

"Jaune. You've improved so much since you first started here. You should stop comparing yourself to others, and start comparing yourself to who you used to be." With a thankful smile and softened face, he nodded in acknowledgment to his friend.

It was after Yang had pointed out just how much more combat training they had in comparison to their first year at Beacon that she looked down to the bandages covering the mostly healed dark purple bruise on her stomach. It was still tender, but much less painful than it was just the night beforehand. It brought to mind her sister's injury.

"Hey Rubes, how's your arm?" The blonde brawler asked while beginning to gingerly remove the bottom half of her uniform. Yang was glad that all the tops in the uniforms were button up, because stretching her abdomen in any way was still a little painful.

Ruby rolled her also bandaged arm backwards slowly wincing as it reached its descent. She had just happened to be stripped down to her, purely function over form, plain black underwear.

"Still hurts." She giggled nervously. "How's your belly?"

"Still hurts." The elder sister giggled right back at her younger sister. She was thankful they could still share moments like this. She knew not all siblings were close.

Over in LILC's room, Lily had not taken her glare off of Levi.

"I'm making you smell like me again after classes today." The tone of her voice made it evident she was very upset by this whole scenario. To most, this would seem weird. But Lily had been possessive of Levi ever since they had met. She turned to pick up her pale pink top. Her lacy white lingerie covering her small chest and shapely behind.

"Okay." He didn't seem at all interested. He reached into a small bag. He'd already finished getting changed. Swapping pants and jackets didn't take long.

"And then I want you to take me to her so I can tell her to back off." Lily felt she was in control of the conversation. A subconscious smile of confidence spread across her face.

"Okay." Levi continued to ruffle around in the small bag. Seeming to make a show of it.

"And if she doesn't I will hurt her."

"Okay." On hearing him repeat himself again Lily spun around with a stomp.

"Are you even paying attention to me?"

"Okay." Iris saw the smile spreading across Levi's face from her position on his side. She just needed to adorn her coat and she would be ready. She silently motioned for Christine's attention while helping her with her outfit, drawing her attention to the grin across Levi's face.

"Levi! I will bite your-" She was interrupted by something hitting her face. She dragged the floppy object from her face. She was about to jump at him when she looked at what was in her hands. It immediately calmed, and even lightened her mood.

In her hands was, what was essentially, hooded sleeves. The piece of leather was coloured the same pink as her tights, thicker due to light armour on the shoulders and elbows. Slits in the hood for her ears, the plush inner hood made black. Just as she remembered it, but better.

She remembered the day she lost it, and how close she came to losing more. She shook off the memory and looked up at Levi with wide eyes and a huge smile. She fitted her hood, pulled her ears through and gave them a shake. Small arms snaked their way into the sleeves before gloved hands emerged with a flourish. She clipped the strap that ran between the tops of both sleeves to finish adorning her gift.

The small girl jumped at Levi arms outstretched. In what had become a subconscious reaction he caught her with his left arm and made a makeshift seat for her with his right. She pulled the side of his head into the side of her own and twisted her upper half slightly from side to side. Giggling the whole time.

Levi pushed her face into his shoulder and stood holding his faunas friend with a gentle smile on his face. A smile the girls feel they didn't see enough. Genuine joy.

After a minute or so of watching the exchange, Iris reluctantly spoke up.

"I'd hate to break up your little moment, but we gotta go. Don't wanna get on Goodwitch's shit list."

"You think we aren't already?" Levi questioned with a raised eyebrow as he completely let go of Lily, only for her to continue being wrapped around him. He walked over to her guns, clipped them onto her back, and then did the same for his own tonfa.

"I think we're fine at the moment." Iris flicked her head toward the door and rolled off the wall to walk out. "I mean, I hope we aren't."

They saw teams RWBY, CRDL, and JNPR ahead of them as they idly stood and waited at the other end of the locker room.

"Well there you are! What took you guys so long?" Nora called to the new arrivals. Levi responded by lifting his arms out sideways and staring Nora in the eye from behind Lily's neck. There was a brief pause as the redhead didn't know what to make of the situation.

"Oh hey Lily, you got a new coat… Hood… Thingy…" Nora called slightly confused to the approaching faunas. Lily hoisted herself up to straighten her arms on Levi's shoulders. Swung her legs to be either side of Levi's head, and swivelled around to face the group. Now sitting on her friend's shoulders.

She smiled at the hammer wielder and popped the p on the "Yup" she gave in response. The majority of the group slightly uncomfortable at the fact that Levi seemed not to care that he had just gotten a face full of Lily's crotch.

"May I ask why everyone was waiting for us?" Christine's warm, gentle voice graced everyone's ears. Her arms folded under her bust.

"It was a unanimous decision that everyone would enter the arena classroom as a group." Pyrrha spoke up as she walked to the front of the group with a friendly smile. LILC shared a look before various dismissals and followed the larger group of Beacon students.

* * *

"Okay. So. The chemist is just around this corner and down the street." Cinder Aurelian spoke to her younger brother. Long deep red jacket and matching below the knee shirt blowing gently in the wind.

"I know, Cinder." Levi spat his words towards his older sister. A jacket that paired his sisters and faded blue jeans slightly ruffling. The jackets had been a gift from an overcautious grandmother. On the inside of the back was a map of the village with points of interest marked out. 'So they could never get lost.' She says. They both disliked not being trusted not to get lost. Especially considering they were frequently sent on errands.

"If you knew we wouldn't have got lost." The girl said with a huge smile and a giggle. After hearing her brother mock her in a silly voice, she grabbed his head and yanked it under her arm. After a short struggle Levi begrudgingly admitted defeat. The siblings continued their walk towards their destination, Levi with a slightly angered look on his face.

As the children arrived at the building that was home to remedies to ailments and small injuries of all kinds, ranging from herbal medicines to modern day pharmaceuticals,

"Welcome to - Oh! Hello young Cinder and Levi! Here to pick up your gran's usual?" The chemist was a jolly old fellow. Tall, thin, and completely hairless apart from his eyebrows. His voice carried none of the signs of age, but all of the fabled wisdom that was said to come from aged people.

"Ahuh! Hello Mr. Anis!" The elder sibling replied skipping up to the counter. "Levi gran said we could get some candies if we wanted. Go pick some out."

"I know…" Levi angered under his breath. A very shy child around those he didn't know. He hurried to the sweets rack so he could hide his face in it. He already knew what he wanted to get, but made it look like we was searching and deciding.

The chemist pulled out a white paper bag and began transferring various bottles and boxes from a small tray into it. An idle conversation began between the chemist and Cinder, mostly about how their grandmother was.

As he heard the conversation begin to die down, Levi shuffled up with his bag of Beowulf shaped gummies of all varieties of colours and flavours. The gentle old hands took the bag from the young boy's outstretched hands.

"All up that will be 50 Lien." The old man stated after some brief calculation. Cinder handed the plastic cards that had been provided by their grandmother over and dragged the bag off the counter.

"Thanks Mr. Anis!" She cheered with a smile and turned to leave.

"Please. It's Joe." The old Chemist waved the children goodbye as they left his store.

"Okay Mr. Joe Anis!" the elder sister waved back to him with a giggle. The pair left the store and made their way back to their home. Snacking on the gummies the whole time.

* * *

"Students," Glynda Goodwitch stood before her classroom. Her crop under arm and clipboard in her hand. "I have collaborated with Professor Port, and will be working with him for the next few lessons." Murmurs were allowed to exist between the students for all of five seconds before Glynda addressed her students once again.

"We will be running various combat scenarios with Creatures of Grimm." A wide array of emotions and reactions spread throughout the small group of sixteen students. Every other team of four having been disbanded and sent home for one reason or another.

It was Pyrrha that spoke up first.

"But Miss Goodwitch, isn't that rather dangerous?" Her concern wasn't for herself, more every other person in the room.

"Precautions have been and will be taken. We wouldn't put you in any situation we didn't think you could handle."

"What about scenarios where you are supposed to fail? No right answer type deals." Levi spoke with a half hidden smirk. He quickly received an elbow in the left ribs from Christine, who was sitting next to him. She seemed to feel it more than he did when she immediately grabbed her side. Goodwitch's reply came while he was rubbing her back in sympathy.

Glynda took a deep breath and spoke up to the students in the stands.

"These activities start today. All students are to ready themselves, and meet us near the cliff near the Emerald Forest."

* * *

 **AN:**

 **What's this? TWO Author's Notes? Yes. Yes it is. I would like to have one at the beginning at at the end.**

 **So as I said in the first note, that took _much_ longer than I wanted it to. But with a mix of writer's block, knowing what I want to do but not knowing how I want to get there, and not having a lot of free time, working on this wasn't easy. Those are me problems though. **

**Please follow and/or review if you enjoyed. Send me PMs of ideas you want to see or things you think I need to work on. I welcome any and all input. The more people I know are reading, the more motivated I am to get these done quicker.**

 **Until next time folks.**


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